My Little Star Butterfly
by Omegathyst
Summary: Star and Marco go to Equestria and end up as ponies with no way to leave without the Dimensional Scissors. Star is quickly taken by Princess Twilight's duty as a Princess of Equestria and wants to become Celestia's student, while Marco just wants to go home. Their lives will change in this land of ponies, but for better or for worse? SEQUEL IS OUT!
1. Prologue: Star's Newest Adventure

"But Marco, Ludo hasn't attacked for weeks now!"

"Star." Marco sighed as he sat on the couch and looked at his friend. "That probably means he's making an even bigger plan to attack us!"

"But..." Star had tried to come up with a reasonable explanation but her mind went blank.

"And my parents are in Hawaii so he could attack anytime now!" Marco added. "Maybe we should go somewhere till my parents are back..."

"Like our _own_ vacation?" Star smiled. "But what if my parents call? I can't exactly bring a mirror with me."

"They'll just assume you're in Hawaii with them or something." Marco replied.

"But I can't think of anywhere Ludo wouldn't find us..." Star pondered but to no avail, almost every dimension was discovered by Ludo.

"Well...where did Pony Head come from? She seemed chill, so maybe wherever she came from was, well, a peaceful place." Marco suggested.

"You mean Equestria?" Star's eyes and hearts lit up. "I've never bothered to visit, that seems like a pretty good idea!"

"Was there a reason why you never went there?" Marco asked suspiciously.

"Mmm...nope!" Star chirped, she grabbed Marco off the couch and grabbed the Dimensional Scissors.

"Wait! Are we going?!" Marco tried to move but Star had her nails digging deep into his hoodie.

"Yep! Seems like a great idea!" Star cut a hole and grabbed her wand and plunged into the hole, dragging Marco along with.

* * *

But it wasn't as great as it seemed.

A hole to Equestria did open, but right before they could reach into it, both holes disappeared, leaving the two in between dimensions.

"Great! Now we're STUCK IN HERE!" Marco snapped."...Star?"

Marco saw Star looked too horrified to answer him, being in a situation not even her parents have experienced.

"We're going to die here!" Star whispered. "I never even got to tell Oskar how I felt!"

"It's not like..." Marco started but kept his mouth shut and floated down to where Star was at. "Hey...it's OK."

Star felt Marco's hand on her shoulder and put her hand on his...hoof?!

"AHH!" Star and Marco screamed at his new hoof at the end of his arm.

Marco looked in shock as small yellow ears sprung over Star's head.

"Wh-what?" Star stammered. "What's wrong with me?!"

"You have ears..." Marco said. Star grabbed them with her hands and tried to pull them off when suddenly, her human ears were gone.

"Stop!" Marco gasped. "Those are the only ears you have!"

Star flinched as he was right, his words were only heard by the yellow years.

More hooves appeared from the ends of Marco's legs and a big tail popped out of his clothes, light brown pony ears also replaced his human ones.

"I'll try to get us out!" Star yelled. She floated to where the hole to Echo Creek was but it did not reappear.

"NOO-" Star's cry was cut off as a snout extended from her face and her teeth began changing.

Marco was sickened by Star's muffled cries, sickened at whoever set up this sick trap. But he couldn't do anything as his transformation was almost complete.

After five more minutes, they were both done transforming, and the hole to Equestria opened and threw them both in...

* * *

They landed on the ground near a forest, both tired from their ordeal.

"Oh god, we're ponies." Marco muttered, looking at his own hooves.

Star looked at the distraught stallion before her. Light brown with a darker brown mane and brown eyes, two wings, and a red hoodie on his flank.

"Marco?" Star looked at his wings in amazement and turned to herself. Nope, no wings.

Meanwhile, Marco was taking her new appearance in. She was a cyan earth pony with a blonde mane and her devil horns were on it, her blue eyes still in place and a picture of her wand on her flank.

"You're..." Marco started but didn't finish, they had to find the Dimensional Scissors.

Star got up and took the wand in her mouth while Marco got up and noticed his wings.

"Woah..." Marco said in surprise. "How come I got wings and you didn't?"

"You're right, I shoulda got them." Star muttered with the wand in her mouth.

They finally saw the Dimensional Scissors.

But they were already being picked up by a pony clad in armor.

"HEY, that's ours!" Star snapped, chasing after them.

Marco tried flapping his wings to get to him, but crashed into a tree.

Marco sighed, got out of the tree, and tried to catch up with Star.

The pony in armor kept running towards a town with Star and Marco hot on their heels. They didn't stop chasing the pony, not even when they were in the town in front of many ponies.

"Rainbow Turbo Blast!" Star snarled through her teeth as she pointed her wand at the pony in armor, the blast deflected off the pony's armor.

But then it hit her straight in the chest.

"STAR!" Marco cried as the cyan pony went limp and rolled till her body stopped at his hooves.

"M-marco?" Star whispered. "I don't want to die..."

"You won't! Oh god, I..." Marco began panicking. _She can't die, not now! Not for a long time!_

"SOMEONE HELP!" Marco screamed.

Suddenly, two mares ran fast to her side: one orange and one white with a purple mane.

"Oh my!" The white mare gasped. "Dear, please calm down for your injured friend!"

"You'll make it harder for her if you keep panickin'!" The orange earth pony snapped at Marco.

Marco breathed in and out slowly and tried his hardest not to think about what could happen to Star...

"We'll take her to the hospital." the orange mare said. "I'll bring the wheelbarrow, and you two can place her in it."

"Ok...okay." Marco whispered as the orange mare broke into a sprint while the white mare began speaking soft words to Star while holding her hoof.

Marco kept hoping, that's all he could do.


	2. Scared for his love?

Marco cupped his head under Star's chin and the white mare lifted the rest of her body into the wheelbarrow.

"I'm Applejack." The orange mare said. "And this white mare here is Rarity."

"I don't have time for names!" Marco stammered. "We need to get Star to the hospital!"

"Will you calm down?!" Applejack snapped as she pulled the wheelbarrow forward. "Your mate here is still alive!"

"Wait what?" Marco didn't stop following them but his eyes were wide. "She's my friend."

"You freak out enough to be her mate." Rarity stated unamused.

Marco said nothing but looked at Star, breathing subtlety in the wheelbarrow. What else did this land have for them if Star was almost killed in the first 10 minutes?

* * *

Star rested in the hospital, IVs attached to her body.

Marco looked over at Star as Nurse Snowheart left the room, he was pacing back and forth in a panic.

"Star?" Marco asked. He looked at his hoof and rubbed Star's flank with it.

 _This is still new to me, this pony body. But all that matters is if Star is OK._

"Marco?" Star whispered.

"I'm so sorry that I let you get hurt." Marco sighed. "We'll find that stupid pony that took the scissors and take them back...we'll get home, back to Echo Creek..."

"I just...need to heal." Star coughed. "Marco? Someone's at the door."

"Oh." Marco reluctantly left Star's side and walked to the door and pulled it open.

Only to be blasted by confetti, slamming him into the wall.

"OW!" Marco felt pain in his new wings as he fell off the wall, only to be face-to-face with a crazed pink mare holding two cupcakes on a plate.

"Oh dear lord." Marco hissed. "Not more of you."

"Just me!" the pink mare chirped. "...And Fluttershy."

"Ugh!" Marco exclaimed in unamusement, that is, until a shy yellow pegasus with a pink mane walked in.

"Is this the...right room, Pinkie Pie?" the pegasus Fluttershy whispered.

"Yep!" Pinkie Pie smiled a creepy smile in Marco's opinion. "We should throw a PARTY for these two! I'll bring that up at the next meeting at the castle!"

"Um, hello." Fluttershy said to Star. "Pinkie Pie brought you two cupcakes."

Marco stopped Pinkie Pie from walking any closer to his friend, the pegasus he could trust maybe, but not the crazy pink earth pony before him.

" _I'll_ take those." Marco clumsily grabbed the plate with his teeth and barely managed to place it safely beside Star.

"Woah, it's like you've never grabbed anything before!" Pinkie Pie giggled. "You're not going to be good at playing PIN THE-"

"SHHH!" Nurse Snowheart snapped from the door.

"Sorry!" Pinkie whispered. "Twi and Dash will be visiting you two tomorrow!"

"Why-" But Pinkie galloped out of the room before he could ask.

Fluttershy walked up to him and looked into his eyes.

"Welcome to Ponyville." Fluttershy said softly. "I hope you like it here."

With that, she left.

"They seemed nice." Star whispered.

* * *

Night had befallen Ponyville, and Marco had nothing to do beside watch over Star.

 _Which is not bad, she's my friend, I have to keep her safe._

But did Applejack and Rarity not call her his mate?

 _They just met us, they don't know anything. I like Jackie...don't I?_

"Marco?" Star called from the bed.

"Yes, Star?" Marco replied, walking toward the bed.

"I'm cold...need more blankets." Star whimpered.

"I got to rest, I think I know a way to solve both our problems." Marco leaped and flapped his wings into Star's bed, collapsing in it. "I'll keep you warm."

 _And may I make better use of these wings..._

* * *

Marco had not known how much time had passed, the intoxicating scent of Star's mane was so addicting. Star had let his head rest on her's, and he did indeed get good rest.

"Hey, Applejack was right! They're _totally_ mates!"

 _Screw my life_

Marco leaped away from Star, falling off the bed in the process. He realized that his wings were spread out for some weird reason, so he tucked them back in.

"Ha! He even had the wingbon-"

"Rainbow Dash!" Twilight Sparkle snapped. "You scared him!"

"No, I wasn't scared!" Marco lied. "Just defending my friend from whatever-"

"Yeah, yeah, _yeah."_ Rainbow Dash interrupted him bored. "We came to visit."

"All of you ponies don't even know us!" Marco protested. "Why must you interrupt her recovery?!"

"She still in bed right?" Rainbow Dash muttered. "So we haven't interrupted anything."

* * *

Star was still looking at the alicorn in amazement, didn't Pony Head tell her only Celestia and Luna were alicorns?

 _They must have made her an alicorn!_

"Excuse me?" Star asked.

Twilight looked over Marco's shoulders.

"Yes, can I help you?" Twilight smiled and moved closer to the bed.

"How can you be an alicorn? I thought only Celestia and Luna were alicorns..." Star said.

"Have you been livin' under a rock?" Twilight asked jokingly. "Princess Celestia made me a Princess long time ago!"

"You become a princess when you become an alicorn?" Star gasped with shining eyes.

"Yep." Twilight smiled and Star couldn't stop looking at her lavender wings.

 _I need to heal fast! I want to explore this place!_

"Where are you two from anyway?" Rainbow Dash asked.

Star's mind went blank.

"Uh...around?" Star stammered.

"They're probably from the bad side of Manehatten or something." Rainbow Dash laughed. "We should go."

Star wanted to tell them to wait, she needed answers.

But they already left.

"Thank god!" Marco sighed with relief. "They were a nuisance!"

"They weren't bad at all..." Star said right away. "I think I want to leave the hospital now."

"What? Why?" Marco asked. "Oh! To find the pony in armor right?"

"No...I want to stay here for a while." Star explained. "I...I want to become a princess of Equestria."


	3. Leaving the Hospital

"What?!" Marco gasped, jumping off the bed. "But...we can't!"

"Sure we can!" Star replied. "I mean, why be a boring Princess stuck on Earth for 'training' when I can be a REAL Princess here?"

"Cause I've got a family, Star!" Marco snapped. "Back on Earth!"

"But look at how much there must be here!" Star smiled a bright grin. "Look at what we've already seen! Unicorns, pegasi! _Alicorns!"_

Marco blew the fur off from his eye and walked closer to her.

"What?" Star asked.

"Get. Back. In. The. Bed." Marco said in a serious tone.

"NURSE!" Star shouted, pulling her wand from the cabinet nearby and pointing it at Marco.

"Yes, dear! Are you alright?" Nurse Snowheart gasped.

"Yeah, she's just refusing to stay in the bed!" Marco hissed.

"Well...if she's well enough to leave, why don't you let her?" Nurse Snowheart asked. "Your mate seems much better this morning."

Marco felt like he was about to burst with that comment, why couldn't his friend stay in the stupid bed?

"I'm ready to leave, nurse!" Star declared, still holding her wand.

"Okay dear, just sign the paperwork at the reception." Nurse Snowheart said.

Star dashed ahead of Marco.

In anger, Marco spreaded his wings and went after her, but his wings got caught in the IV sets and made him trip and fall in a tangle of wires.

"Okay, Star Butterfly, is it?" The receptionist said. "Just sign here and here. Your hospital bill is 500 bits."

"Like as in bits off the ground?" Star asked puzzled.

"No, hun." The receptionist said unamused. "The currency of Equestria is bits. Like _these."_

Star looked at the yellow coin in the receptionist's hoof.

"Oh hey guys!" Pinkie Pie called cheerfully, entering the room. "I figured that you wouldn't have any bits so I brought 500! All of us pitched in!"

Pinkie carried over a bag full of bits and placed it on the counter.

"And in return, YOU two come with me!" Pinkie Pie gave a crazy smile.

"No!" Marco covered Star with his wings. "She's not even supposed to leave the hospital!"

"Nonsense, just look at her! She looks like she's ready for a taste of Ponyville!"

Marco looked over his shoulder and saw Star moving her hooves in anticipation. He felt defeat as he lowered his wings and looked angrily at the pink mare.

"Alright, let's go!" Pinkie cheerfully galloped ahead, unaware at the hesitancy in Marco's movements.

* * *

Star and Marco followed Pinkie toward a purple castle. Ponies all around the streets greeted the two newcomers.

Star waved back enthusiastically trying not to activate the wand in her mouth.

Marco entered the castle first and looked wide-eyed for any signs of more ponies. He saw a yellow feather fall from the balcony and instantly knew it was so.

"Please don't tell me we're at..." Marco was stopped by Pinkie bursting into the castle.

"A PARTY!" Pinkie screamed in excitement.

Twilight, Dash, Fluttershy, Applejack, Rarity, and a purple and green dragon leaped off the balcony and landed before Star and Marco.

"Hey guys!" The dragon chirped enthusiastically. "I'm Spike!"

The rest of the Mane 6 were much cheerful and eager to talk to the newcomers of Ponyville. Star was just as eager, if not more so.

Marco slumped over against one of the pillars and gave a loud sigh.

"Are we not throwing a good party?"

Marco looked over and saw Fluttershy looking up shyly, having distanced herself from the group just to talk to him.

 _Oh! She was talking to me!_

"No! It's a great party!" Marco stammered. "I just don't..."

"Like parties?" Fluttershy suggested.

"I...I don't know." Marco sighed. "I think I just want to go home."

"I've never really had a feel for homesickness." Fluttershy replied. "Cloudsdale never really felt like home to me."

Marco nodded and was still aware of Star chatting mostly to Twilight.

"Yeah, I could introduce you to the Princesses." Twilight smiled to Star. "There's Celestia, Luna, Candace-"

"So where are you from?" Fluttershy asked, snapping Marco back to the conversation.

"I..have you heard of a place called Earth?" Marco asked, smiling. At least there was _one_ normal pony here.

"We're on it SILLY!" Pinkie laughed.

Marco's eye twitched at her and he looked back to Fluttershy.

"I mean...Echo Creek?" Marco asked.

"Never heard of an Echo Creek in Equestria." Fluttershy replied.

"It's not in Equestria." Marco said. "It's in America."

"Never heard of it." Fluttershy smiled, getting more curious about what Marco was talking about.

Star looked by seeing Marco and Fluttershy and was relieved that he was starting to feel more at home here.

 _We'll be here a while yet after all, I'll be Celestia's student._

"Did you say that Celestia and Luna are in Canterlot?" Star asked.

"Yes." Twilight said.

"I'd like to visit there." Star grinned.

"Cool! When?" Rarity asked.

Star looked over at Marco, would they be ready to go to another town so soon after Ponyville?

"Sure!" Star replied. "Marco, we're going to Canterlot!"

"So Echo Creek is-wait what?!" Marco stammered, looking over away from Fluttershy and at Star. "Canterlot?"

"It's a nice place with the castles n' Princesses." Applejack explained. "Celestia and Luna both."

 _Because Star wants to become a princess, of course._ Marco realized.

"Star? Could we talk in private?" Marco asked, frustrated.

"About what?" Star asked clearly aware of what Marco was frustrated about, but she wouldn't let him have it. "We have no stuff to pack, so we should take the next train!"

"Look guys! The map!" Spike gasped.

Everyone looked at the map in the center of the castle and saw Twilight's, Rarity's, and Fluttershy's cutie marks spinning over Canterlot on the map.

"Looks like the map has spoken." Fluttershy said beside Marco. "We are meant to go."

Marco looked at the ponies including Star, who seemed destined to go to Canterlot. He could only go with them.

He walked over to Star's side.

"Okay, we will go." Marco said defeated.


	4. Night Travels to Canterlot

The night was starting as Applejack, Pinkie Pie, and Rainbow Dash left to their homes and the other half of the Mane 6 joined Star and Marco, waiting for Rarity to finish packing.

"Honestly, how long does it take to pack a few supplies?" Marco growled.

"She's packing accessories too." Twilight replied. "She's into fashion remember?"

"I've known you guys for less than a week." Marco retorted.

"Done!" Rarity said in a sing-song voice, wearing a thick pink and white jacket and a rainbow colored hat. "Thought it'd be helpful for the winter weather."

"We have _fur pelts."_ Marco muttered.

"C'mon Marco!" Star giggled. "Don't be such a stick in the mud!

They headed to Fluttershy's cottage.

"I won't be in here long." Fluttershy reassured Marco, who's face turned red at the softness in her voice.

Fluttershy walked into her cottage and moments later walked out with a small handbag strapped to her side.

"Just some food and things for the trip." Fluttershy explained to everyone.

"We should probably head to the Train station now." Twilight announced.

* * *

They made it to the late train and walked in, realizing that there were only a few stray mares and stallions in the train to Canterlot besides themselves.

The train started moving and Marco clumsily hopped onto one of the beds, hanging his head down looking sadly into the night sky.

"What's wrong...?" Star whispered as the other ponies were ordering dinner service.

"This place is foreign to me." Marco muttered. "I just wish we could find a way home instead of doing this."

"Maybe after I become Celestia's student, I can ask her how to send you home?" Star suggested.

"Without you?" Marco asked. "You're my best friend Star. I can't leave you by yourself."

"Then...just enjoy this, Marco." Star replied. "Cause this is what _I_ want to do, if you want to go home, let me know."

Marco looked away from her, scowling.

 _I can't help thinking that she's being selfish, she's being reckless again._

* * *

The other ponies came back from ordering food, with plates full of vegetables with lots of sauces and seasonings and trays of sweets.

Twilight was levitating two sets of vegetables and sweets and set one to Star and the other on Marco's bed, inches away from his nose.

"Mmm, late night food!" Star chirped, munching on a carrot. "The sauce is delicious Marco!"

Marco looked at her and sniffed the food.

He nudged a tiny tomato in his mouth and began slowly eating.

"That's the spirit!" Star smiled broadly and began munching quickly on her food.

Fluttershy looked at Marco and walked over to him.

"She not helping you feel better?" Fluttershy asked delicately.

"She's trying." _I think._

"Well, Canterlot's very nice and fancy. Maybe the tone will help a little?" Fluttershy suggested.

"Thanks, maybe." Marco sighed. "I just want to go back to America."

"By the ways you explained it, it sounded nice minus the magic." Fluttershy reassured him.

The moon began falling as the five began to fall asleep.

* * *

The sun was rising and early wakers such as Twilight and Star were already up, looking out the windows.

"Only a little time away from Canterlot." Twilight smiled. "It'll be nice to check up on the other Princesses."

"I can't wait!" Star squeaked.

"So was seeing the Princesses the only thing you wanted to do?" Twilight asked. "It must be really important if the map summoned it."

"Well, _you_ don't need to know." Star huffed.

 _She's a princess too, she might feel challenged by my desire to become a princess here as well._

"Well, I'm a princess too." Twilight laughed nervously. "Princess of Friendship, so you can tell me."

Star looked at her wand on her bed and considered a great but not the best idea.

"Excuse me for a second." Star grinned and walked toward her wand.

"What're you doing?" Twilight protested.

 _"Brainwash telepathy spell!"_ Star boomed, a blue and pink beam shot at Twilight from the wand.

All the other ponies shot awake and looked oblivious to what happened.

"Star! Twilight! What happened?!" Rarity gasped.

Star tried not to close her eyes as she used her telepathy to control Twilight.

"Oh nothing." Twilight said, hardly showing any difference to how she was acting earlier.

"It must've been _something!"_ Rarity protested.

"Well, Star got scared of a spider." Twilight shrugged.

"Star isn't-"

"Hush Marco." Star giggled. "We're here!"

They left the train and saw the castle, Star's eyes widening as she wondered what other ways she could climb her way to being a princess in Equestria.

"Looks beautiful hmm, darling?" Rarity asked the enamored Star.

"Absolutely." Star gasped.

"Twilight!"

Star saw a tall white mare with a beautiful mane and long wings.

"You brought new friends!" The mare rejoiced.

"Of course, that's what I'm for right?" Twilight grinned, Star mentally patting her shoulder for the joke.

"Still great humor, that's good." Celestia laughed. "What brings you here?"

"Well, I think it should be discussed between only me, you, and Star." Twilight replied. "But we should settle in before we talk."

"Of course." Celestia replied.

The other ponies tried to follow Star and Twilight, but Star made the latter turn to her friends.

"Me and Star should share a room to ourselves." Twilight announced. "Discuss what to talk to Celestia about."

"Okay..." Fluttershy replied. "The three of us will just take the room across."

Star made Twilight walk onto her bed and flop over asleep.

 **Knock! Knock!**

"Yes, Marco?" Star asked as she opened the door.

"What's going on?" Marco hissed.

"I've brainwashed Twilight." Star whispered with a grin. "I can't let my chance of being princess be derailed by some stupid alicorn."

"You... _brainwashed_ her?!" Marco gasped.

"Keep it down!" Star growled. "It's a Brainwash telepathy spell so I can go in her brain and communicate with her."

"You're basically _holding_ _her_ _hostage."_ Marco muttered, putting a hoof over his eyes. " _God,_ I just want to go home."

Marco walked away angrily and Star shrugged, she walked back in her and Twilight's room to begin communicating with the mentally-held hostage.


	5. Equestria's Initiation

_Star_ _woke up Twilight's mind, surprised at her human form within her mind. But it was her true self. If Twilight found out, so be it. She could do nothing about it._

 _She realized_ _she_ _should_ _find_ _where_ _in the brain Twilight was chained up in._ _Even_ _though sharing the memory_ _files_ _of Twilight's with her mind was priority_ _number_ _one._

 _She looked at the purple sky, with pink waves, and knew when she would head farther she would start to see memory files._

 _She_ _did_ _quickly, seeing_ _animated_ _pictures of events in Twilight's mind-sky._

 _"Importance Memory Spell!" Star shouted,_ _waving_ _her wand with ease in the alicorn's mind._

 _The most important memory files shined brightest before Star._

 _Star walked_ _over_ _to_ _one of a young Twilight Sparkle near an_ _egg_ _hatching while Celestia watched proudly._

 _"Share Memory file spell!" Star waved the wand_ _eagerly_ _and a copy of the_ _memory_ _file registered in her_ _own_ _brain_ _._

"NO!"

 _Star jolted but remembered calmly that_ _nothing_ _can harm_ _her_ _here. It must've been Twilight, it had to be._

 _She_ _looked_ _and_ _saw only pony-lengths away Twilight was panting heavily as the_ _chains_ _held_ _down_ _her wings and hooves._

 _"Like them?" Star teased. "_ _They're_ magic-proof."

 _Twilight's eyes widened_ _and_ _she_ _collapsed._

 _"_ _You're_ _..._ _you're_ _-"_

 _"Human?" Star asked. "I thought you ponies never heard of those back here in Equestria."_

 _"_ _I've_ _met your kind before." Twilight hissed._

 _"_ _Don't_ _matter,_ _I'm_ _here_ _to share these memories into my brain." Star explained. "After all,_ _I'm_ _controlling you now."_

 _"_ _Don't_ _do_ _this." Twilight whispered. "_ _You'll_ _rupture the-"_

 _"Friendship? Order? Peace?" Star taunted. "I_ _came_ _here to_ _take_ _my place till_ _I've_ _deemed_ _you_ _useless. I expect you to keep quiet while I do my work, but_ _I_ _might need some..._ enforcement _to keep you quiet."_

 _Star waved her wand with a spell and Twilight's mouth was gagged._

 _She ignored the sounds of the struggling and looked to bright memories, such as the Mane 6 turning a weird creature Star had never seen before to stone. And the trial where Twilight was made Princess._

 _Star used the spell to share all the bright memories to her brain, and even a few semi-bright ones just in case._

 _She walked to the center of the brain and lifted her wand again._

 _"Invisible Spell!" Star shouted, the wand shot a translucent beam that spread itself throughout the whole brain._

 _"Good, now no Princess shall find her here." Star whispered confidently._

 _She looked to her hostage and waved the wand with an exiting spell. Now all she had to do was use Twilight to smooth-talk Celestia into training her and becoming a Princess in Equestria. It would be way too easy with all the information she had._

* * *

"-and that is why I think Star Butterfly should be your student."

Star tried her hardest not to look smug as she finished the speech Twilight was giving to Princess Celestia.

"You seem to have such a confidence in this Earth Pony, whom strangely I've never met." Star flinched under Celestia's eyes. "You really think she has the potential?"

"I know so." Twilight replied.

"Well...I'll need to talk with my sister." Celestia answered. "Wait here a moment."

Celestia opened the doors to further in the castle and closed them.

Star heard hooves from behind her and she saw Marco slowly approaching them.

"Well, how did it go?" Marco asked, narrowing his eyes.

"I'm not sure." Star whispered.

"Nothing good can come from this y'know." Marco warned her.

"Darling, there you are!"

Rarity trotted over to Twilight with Fluttershy following slowly.

"You didn't tell us you wanted to make Star _Princess!"_ Rarity gasped. "Dear, we wouldn't stop you, but we're your friends!"

Star froze, remembering the whole point of Twilight being a Princess.

"I forgot?" Twilight replied.

"Well, it's a big deal to forget." Fluttershy pointed out.

Star was relieved when Celestia and Luna opened the doors before she could make Twilight answer.

"We've decided to take you in as a student, learning from all four Princesses." Princess Celestia announced. "But staying in Twilight's castle learning from her the most, she'll report back to us through Spike's letters."

Star felt triumph, the only possible obstacle was getting by her dragon runt, who was _nothing_ compared to the dragons she ran from in Mewni.

"Thank you very much." Star said. "I am very honored to learn from you all."

"It'll be an honor to help teach our student." Twilight added.

"I _suppose_ word will spread about our new student fast throughout Equestria." Luna explained, Star froze when she saw a suspicious look in the sister's eyes.

 _She can't see right through me can she?_

"And truth be told, we've never trained an Earth pony before." Luna added. "Almost all of our students have been unicorns, at least then they can reenact the spells. But you'll have to try harder since you have no horn or wings."

 _Gee, I thought all ponies were equal here._

"Who is the stallion there?" Celestia asked, looking over Star.

"He is my friend." Star explained. "His name is Marco."

"Our cutie marks are flashing!" Fluttershy replied.

Star smirked, the map had to have wanted this, or it wouldn't allow them to go home.

 _This is my destiny._

* * *

The train ride was splendid as Star had Twilight nap so she can harvest memories of Equestria-exclusive spells Twilight had done.

Marco had begun to tolerate the trip, at least he had Fluttershy as company. She seemed to be the only understanding one here as Star did nothing but work on her plan to make sure it was fail-proof.

Rarity reorganized her accessories she packed, almost oblivious to the tension simmering through the train.

As they got off the train, the other half of the Mane 6 and some other ponies were waiting excitedly.

"I heard you have a new student!" Apple Bloom cheered beside her big sister.

Star looked down at the young filly and noticed right away that she and two other fillies were close at the hip.

 _According to the memory: the Cutie Mark Crusaders._ _I'll_ _have to_ _keep_ _that in mind._

"Sweetie Belle was great while you're gone!" Pinkie Pie rejoiced. "Y'know what this potential new Princess calls for?"

"A party?" Twilight asked.

"YES!" Pinkie squealed. "You know me so well Twilight!"

 _Or_ _I_ _just know how to control your closest friend._

* * *

Ponies all around celebrated, and it gave Star a perfect opportunity to get to know the residents she didn't care to look at in Twilight's memories.

They were overwhelmingly nice and kind, and Star felt a twinge of guilt that she choked down.

 _They are_ _only_ _obstacles to_ _your_ _future._

Star and Twilight entered the castle and Star turned around and shot a rope-generating spell that wrapped ropes around the door handles, locking the door.

"Okay Twilight, this small room in your castle, probably your room, is your cell." Star explained. "Although, heh, let's face it. You're already stuck in your own mind, so it's like a _double cell!"_

Star cackled and Twilight did nothing, a look of fury flashed briefly in her eyes.

 _Scratch scratch_

Star whirled around and her nostrils flared.

"Twilight?"

 _That dragon runt!_

"Yes?" Twilight asked.

"Everyone's wondering why you both left so early!"

"Um, gotta give Star a start on those lessons!" Twilight lied. "I mean, reread the books!"

"You and your books, okay."

Star sighed with relief as she used a spell and teleported to the other side.

She walked through the library and climbed the ladder which was reeking of dragon. Thanks to Twilight's vivid memory of the organized placing of all books, she picked out the most important ones and created a bag to put them in.

 _Nice, now_ _I_ _can_ _teach_ _myself when_ _I_ _need_ _too._

Star left the castle, and continued chatting eagerly to the other citizens.

Marco sat in a corner sulking, he frustratingly kicked a rock and glared.

 _Jackie_ _isn't_ _here,_ _my_ _parents_ _aren't_ _here, Star is out of control over here._ _I_ _have to find those Dimensional Scissors._

Marco got up and bitterly walked away from the party.

"Marco?"

Marco's ears raised at the sound of Fluttershy's angelic voice.

"Are you leaving?" Fluttershy asked, walking towards him.

"I want back."

"I know, but...you can stay at my cottage, maybe it'll feel like home there." Fluttershy suggested.

"Okay." Marco sighed. "Thank you."

Fluttershy smiled and Marco felt his wings twitch.

Until Rainbow Dash tackled him into the dirt.

"And I can _teach_ you how to use those clumsy wings of yours!" Dash teased, giving him a noogie.

"You're going to _break_ those if you stay on top of his wings!"

Marco looked up and saw a orange mare in a blue outfit with goggles, two other pegasi following.

"Sorry Spitfire!" Rainbow Dash gasped, leaping off Marco.

"I heard the new student wasn't a unicorn!" Soarin pointed out. "So where's the lucky pegasus?"

"You pegasi have your heads in the clouds." Applejack huffed. "The new student is an _earth_ _pony."_

Marco stood up and introduced himself to the pegasi who called themselves the Wonderbolts. He grinned as he realized he had made a few friends after all in this strange land.


	6. Apples and Griffins

The sun was falling and Marco trotted to the cottage. He was eager to do so till he heard a loud roar come from it.

Fluttershy walked out and sweetly looked at Marco.

"Sorry." Fluttershy whispered. "Harry has been vomiting since an hour ago and he can't stand the slightest sound so I emptied out the cottage of all the other animals."

Marco was about to speak when he saw a rabbit being flung out the window.

"Angel!" Fluttershy gasped and she immediately galloped to the vines in which the bunny fell in.

"Oh, that's fine Fluttershy." Marco replied. "It's okay, I'll find somewhere to stay till he's well."

"You're so kind!" Fluttershy said cheerfully as she lifted Angel out of the vines and onto the ground. "Harry should get better in a day or so."

Marco felt overwhelmed by the warmth in her gaze. He was so out of place in this land yet she was the kindest despite how cranky he's been in this land...

Too bad he wouldn't get to spend any more time with her tonight. He had to look for a place to sleep.

As Fluttershy quietly entered the cottage Marco took off and stopped at a huge barn. It seemed very suitable for him.

He ran down the trail till he galloped past the apple trees and saw an empty room where a dog was sleeping.

He snuck in an saw a big blanket under the dog's paws.

 _I definitely don't want to sleep on the wood and nails._

Marco walked over, avoiding the loose nails and put his mouth around the blanket and slowly pulled it out from underneath.

The dog growled in her sleep and Marco tensed, but held onto the blanket netherless.

He wrapped himself in it giving his wings space to stretch.

* * *

The next morning Star was awake in the bed that was once Twilight's, and loved the luxury of sleeping like a Princess again.

She opened up the blinds just a little to not draw attention from the residents who would probably be eager to interrogate her some more. She was ready to get ready for bed again when she froze as she spotted a pink unicorn with a purple and blue mane.

 _That's...That's Starlight Glimmer!_

Star remembered the files where Twilight was at her village and when the pink mare used time travel in an attempt to alter the past. How could she just be strolling around in Ponyville?

Star grabbed her wand and bolted out of the castle, running till she was facing Starlight Glimmer.

"Hmm, oh hey!" Starlight greeted her. "Your Twilight's new student right?"

 _"Wildfire spell!"_ Star screeched, a huge blast of orange and red shot from the wand.

"STOP!"

Rainbow Dash leaped in time to grab Starlight Glimmer and fly them both out of the way.

The spell zoomed past till a huge explosion was heard in the Everfree Forest.

"What is _wrong_ with you?!" Dash gasped.

"Uh...Twilight told me she was evil!" Star lied.

" _Twilight?_ " Starlight whispered. "But we're _friends!_ "

"You...you are?"

"C'mon Starlight, let's get you back home." Rainbow Dash reassured the shocked mare.

Star was about to chase after them when she saw two griffins in the sky.

 _That HAS to be a good reason to shoot at them!_

Star picked up her wand and waved a freezing spell, but both griffins moved around it.

"It's me Gilda!" a voice squawked.

A brown female griffin leaped down from the sky and faced Star. A bigger black and white male griffin followed and snatched the wand out of Star's mouth.

"No!" Star hissed. "I'm the Princess's student! I need that!"

"Promise you won't attack us?" the male griffin growled.

"Promise!" Star grabbed the wand back and glared at them. "Why are you two here?"

"Gilda!" Pinkie Pie called, rushing over and bowling over the griffin. "What _are_ you doing here?"

"Raised enough bits to fly over here, but I'm staying in Griffinstone." Gilda explained, her beak broke into a large grin. "I've made friends with all the griffins."

"So you're visiting?" Pinkie asked.

"Sorta." Gilda replied. "I came here to drop off my brother Grunt. He..."

"I broke into a fight with another griffin." Grunt huffed. "Got banned from Griffinstone. Thank goodness."

He glared unexpectedly at Star.

"Well..." Gilda murmured. "I heard Ponyville would take him in-"

 _"Absolutely no-"_

"Yes!" Rainbow Dash replied, diving in between Gilda and the angry Star. "I heard everything when I got back on the clouds!"

"How _convenient."_ Star hissed.

* * *

"Darnit, not another homeless pony!"

Marco leaped out of the blanket and faced a wrinkly old green mare with sharp eyes.

"Applejack!" She yelled. "Get the broom!"

"What, wait no!" Marco gasped. "Applejack knows me! She _knows_ me!"

The dog Marco had disturbed the night before herded him into the corner growling.

 _Just fly away!_

Marco leaped over the dog and the mare. He spreaded his wings but after a short distance he snagged his wing on one of the tools in the barn and tumbled into the grass.

"Cage him!"

"Granny Smith, we're not going to cage him!" Applejack snapped. "He's right, I do know 'em."

"He ain't a coltfriend is he?" Granny Smith muttered. "He's the lousiest pegasus I've ever seen!"

"Hey!" Marco responded indignantly. "I'm still learning!"

"Applejack's got a coltfriend?!"

Marco had no time to look behind him when a yellow filly knocked him over.

"I don't have a coltfriend!" Applejack exclaimed. "He showed up with Twilight's new student. His name is Marco."

"I just needed somewhere to sleep, I couldn't because Fluttershy's crazy bear was hogging the cottage."

" _Fluttershy_ has a coltfriend?!" Apple Bloom squealed.

"What no!" Marco snapped, his face heating up. "I mean...she's single?"

Apple Bloom's jaw dropped in excitement and she nudged Applejack.

"I think he _likes_ her!" Apple Bloom gasped in glee.

"Of course I... _what?!"_ Marco stammered.

"You like my friend?" Applejack asked, narrowing her eyes.

"I...um, of course _not!"_ Marco laughed nervously.

"As the Element of Honesty, I don't take too kindly to lying." Applejack replied, her eyes still sharp. "Big Mac, go ask Fluttershy when she'll have room for Marco."

"And say 'with great love, _Marco_ '!" Apple Bloom teased.

"Eeyup." Big Mac grunted.

"Wait stop!" Marco shouted. "AUGH!"

* * *

Star glared at the feathery beasts talking to Rainbow Dash and Pinkie Pie.

She figured if she shot another spell with no good reason, the ponies would be much more than suspicious.

Grunt said goodbye to his sister and she began to fly back to Griffinstone.

"Try not to get into any fights okay?" Rainbow Dash asked gingerly.

"No promises." Grunt growled.

* * *

Marco looked up from his rest on the grass when he saw Applejack looking over him.

"This evening she should have space." Applejack answered.

"Did...Big Mac tell her that extra thing your filly said?"

"Filly? _Ha!"_ Applejack laughed. "She's my little sister. And yes he did."

Marco froze up. "What did Fluttershy say?"

Applejack shrugged, her green eyes glinting. "He didn't tell me. I suggest for your night a' stay, get bucking barrels of cider."

Marco looked and saw Big Mac walking to a stack of barrels with one on his back.

"You're making me work for my stay?" Marco asked. "That you didn't even _know_ about?"

"I suggest you get to it." Applejack replied.

 **Later in the evening**

Marco carried the last barrel and saw a faint smile on Big Mac's face.

"Thank you." Big Mac said before stretching out and heading into the kitchen where Granny Smith was cooking.

Marco smelled the wonderful aroma and felt his stomach growl.

 _I've_ _hardly eaten since_ _I_ _got here!_

"Go ahead." Applejack laughed. "Ya earned it. Hope ya like grilled apple chili."

Marco dashed into the kitchen and almost knocked over the stray pans with his wings.

He had ate three whole bowls, almost rivaling Big Mac's four. Granny Smith had to make another pot of the stuff to feed the mares.

Then Applejack made 3 apple pies as she figured Marco and Big Mac would down several slices too.

But the former was sick from all the food he ate. Big Mac ate two slices and the mares ate lots of slices.

Marco was sprawled out on the grass outside when Angel hopped up to him and pointed in the direction of the cottage.

 _The food was delicious at Sweet Apple Acres, but_ _I'm_ _not up to working that hard for my stay._

Marco galloped ahead, it was almost more fun than running. He barely noticed Angel clinging onto his tail.

"Hey Marco." Fluttershy greeted him happily with a peaceful gaze that could sing him to sleep.

"Hello..." Marco whispered. "Um, you got the message from Macintosh?"

Fluttershy nodded.

"About that last bit he said..." Marco laughed nervously. "That was a joke from Apple Bloom."

"Oh?" Fluttershy's eyes flickered, then she laughed softly. "It was funny."

"So how's Harry?"

"He's hunting in the river as lively as ever." Fluttershy replied. "It's getting late. I already set up a blanket for you on the couch."

"Want some brownies?" Fluttershy asked. "Harry didn't eat all of them."

"I...would _love_ that." Marco replied.

He followed her into the cottage and shared his time at Applejack's, and Fluttershy listened attentively the whole time.

Not once had Jackie nor Star crossed his mind that night.


	7. Exposed Secret

_Starlight walked_ _into_ _the_ _Everfree_ _Forest nervously. She_ _almost_ _thought that any moment that intimidating earth pony would show up and wave her wand again._

 _She_ _was scared and when Zecora's home came into view, she_ _wasted_ _no time bolting toward it. She knocked her hooves quickly on the door._

 _The zebra opened the door_ _and_ _looked surprised at Starlight's fearful shaking._

 _"My reformed dear, for it is me you seek?" Zecora whispered softly. "Why, how come you look_ _so_ _meek?"_

 _"Twilight's new student..._ _she's_ _horrifying!" Starlight gasped._

 _"Star Butterfly?" Zecora asked._ _"Could it be there is more in her that meets the eye?"_

 _Starlight_ _walked_ _in and Zecora brewed some calming tea and then she explained everything to Zecora._

 _"I thought only the_ _toughest_ _of_ _alicorns_ _and unicorns could use the Wildfire spell..." Zecora pondered._ _"As to what this pony could also do, time will tell."_

 _"I don't think we should let time tell." Starlight panicked._

 _"Twilight trusts her." Zecora reassured her._

 _"_ _But_ _I_ _haven't_ _seen her ever since they came back to Ponyville!" Starlight cried._

 _Zecora's eyes flashed in surprise._

 _"Dear Starlight." Zecora said. "Take me to the castle so we can change this wrong to a right."_

* * *

Marco was snug in the covers of the couch, he was worried when Fluttershy told him that her cranky rabbit Angel always sleeps there.

But Fluttershy put him in a cage with many blankets. Even though it looked very comfortable, the rabbit scowled anyway.

He felt so happy, which shocked himself. How could he be this happy _here_ of all places?

 _It must be Fluttershy's kindness, it must warm even the_ _most_ _sour of ponies._

Early morning had started as Marco heard chirping outside the cottage. He smiled as Fluttershy woke up and opened the cage, letting out her annoyed bunny.

"Morning Marco." Fluttershy greeted him softly. "Pancakes?"

"Whatever works for you, 'Shy." Marco replied happily. "I wanted to ask you, well-"

Knock! Knock!

"Oh, I wasn't expecting more company." Fluttershy opened the door and Marco saw a pink unicorn and a zebra.

 _This land is_ _so_ _weird._

"Are you housing a stallion named Marco here?" Zecora asked.

"Yes, can I help you?" Marco said, getting up to face the two.

"I've heard your Star's friend." Starlight explained. "She tried to attack me and said Twilight told her I was evil. And me and Twilight are _friends!"_

"Can you explain this, with your friend and Twilight is there something amiss?" Zecora demanded.

"...do not tell Star I said this. But she used a wand to put a spell on Twilight to brainwash her." Marco answered.

Fluttershy gasped and backed away from Marco, which really hurt his feelings.

"Thank you." Zecora nodded. Her and Starlight left leaving Fluttershy staring at Marco shocked.

* * *

Star slept comfy in Twilight's bed, and heard frantic knocking and ran to it.

 _Gotta_ _make_ _sure that no one suspects anything._

She opened the door and saw a zebra, with angry blue eyes.

"You ain't a pony." Star huffed.

"Where is Twilight Sparkle?" Zecora demanded, her nostrils flared.

"Right here!" Zecora saw Twilight walk to Star's side and was not at all tricked.

She could see the glassy look in Twilight's eyes and recognized it at a brainwashing spell. Star felt scared inside as the zebra did not look relieved but determined and remembered that she left her wand on one of the library tables.

She instantly bolted for the library and Zecora followed. Star picked up her wand and pointed it at Zecora.

"I am _not_ losing my future to some dumb zebra! _Radioactive torture spell!"_ Star screamed as a dark green spell went straight for Zecora.

Zecora's eyes widened but she leaped out of the way and looked in her bag for what supplies she brought in case this would happen.

"Nice try, but I can clearly see the glassy look in Twilight's eyes." Zecora growled as she grabbed a scoop of maroon red powder and blew it in Star's face.

Suddenly Star felt dizzy and felt the want of sleep hit her full-force, she began losing her balance and fell over, her eyes feeling heavy.

"No longer will you be brainwashing ponies for sport!" Zecora said boldly. "Cause you will be seeing _every Princess in court!"_

Star gasped and tried to get up when she realized she had lost feeling in her hooves, she couldn't handle fighting the sleep anymore and her head slumped over and everything went black.

* * *

"Fluttershy I wasn't part of this I swear..."

"Why didn't you tell the Princesses then?!" Fluttershy whimpered, biting her lip.

"I didn't know what to do! She was my best friend and well, I guess I wasn't kind enough to stop her before it was too late." Marco's shoulders fell and his ears flattened. "I'm a terrible friend."

He felt his heart break when Fluttershy only stared back with teary eyes and realized how much it could possibly hurt that he let Star brainwash one of her best friends.

 _I've gotta get out of here now..._

"I guess I should leave now." Marco sighed sadly.

Fluttershy frowned and walked towards Marco and laid her head on his shoulder.

"We could...talk about this later." Fluttershy whispered. "Right now, I need to make sure my friend is okay."

"FLUTTERSHY! FLUTTERSHY!"

"It's Applejack!" Fluttershy gasped. "And all my other best friends! What are all of you doing here?"

"Apple Bloom told me Zecora's got Star and Twilight tied up in the middle of Ponyville!" Applejack explained. "Turns out she got Twilight under some brainwashing spell! And Spike sent a letter to bring Princess Celestia and Luna here!"

"We got to get there right away!" Rainbow Dash exclaimed.

Fluttershy didn't even waste a moment to ask Marco if he was coming but instead galloped fast following them to Ponyville.

Scared of what could happen there to his friend, even though she had made bad decisions that hurt his friendship with Fluttershy, he took off and caught up to them as the six of them headed to Ponyville.


	8. Ponies in Hot Water

_"Will the trial be going underway as soon as she wakes up?"_

 _"I_ _don't_ _know. We're still having_ _a_ _hard time disconnecting_ _the_ _spell between her and Twilight. When we finally release Princess Twilight of the several spells layering her brain, it'll be_ _much_ _easier_ _to_ _follow through the trial."_

 _"And where is_ _the_ _wand she carried around?"_

 _"In a safe locked up, somewhere deep in the Crystal Empire_ _where_ _she'll_ _never_ _find it. Oh!_ _She's_ _waking up!"_

* * *

Star woke up feeling well rested, but her heart immediately dropped when she was looking at Princess Luna and one of her guards.

"I would say good morning, but it's not." Princess Luna said staring Star down with cold eyes. "I was wondering why Twilight would want to take a second student so soon after taking her first one. And now I know why."

Star cowered on the bed she was on and looked at her surroundings: a dark grey dreary cell with a hole to go to the bathroom. And chains that had cuffs attached to all four of her hooves keeping her on the bed. There was an opening with three bars at the door for air.

Star did not say anything, her hearts dimmed to a dark pink and she looked away from the Princess.

"Princess Twilight Sparkle should be lifted of your _witchcraft_ soon." Princess Luna told Star. "And after she's recovered, a trial to determine what will happen with you will commence."

"...has anyone asked to see me?" Star whimpered, longing for the comfort of her best friend.

"No." And with that, the Princess and her guard left the cell and a _click_ was heard. Which Star assumed was her locking the cell door.

She waited till she could no longer hear their hoofsteps and screamed out of anger and sorrow, trying to kick the cuffs off her hooves.

 _How_ _was I caught_ _so_ _easily?! It was that creepy zebra witch!_ _She didn't even have a_ _wand_ _and she could tell every last spell I cast!_

Star stopped her tantrum and collapsed on her bed making it wet with tears. As soon as she could find a way out of this cell, she'd find that pony that stole her Dimensional Scissors if it was the last thing she did.

* * *

It had been two weeks since Marco and most of the Mane 6 had found Zecora at Ponyville telling them all what had happened in rhymes. Starlight had also showed up with great concern for her teacher.

Fluttershy was very respectful of Marco still but became much more quiet. They didn't interact much as him, 5 of the Mane 6, Starlight Glimmer, and Zecora all stayed in guest rooms in the Canterlot castle.

Fluttershy didn't tell the others the secret Marco had kept, and Marco was surprised that she spared him from a bunch of angry ponies. But that didn't change the fact that he felt horrible that Fluttershy hardly talked to him possibly because she felt hurt and betrayed that the stallion that she let in her cottage was letting Star brainwash her friend.

 _I should've told her sooner, maybe I would've appeared as a hero to her or at least not a coward...I gotta make up for this._

He realized he cared for her ten times more than any of these ponies here, she was heavenly in a sense as her kindness knew no bounds. He blushed as he remembered he screwed up badly, and she didn't give him hell. But that didn't keep her from feeling hurt.

The eight ponies were split into two rooms that had two bunk beds each, and Marco had a bottom bed with Applejack in the bed above him and Starlight and Zecora in the bunk bed across from them. His heart sank as he realized one way or another, they would find out the secret he kept.

 _After all, Princess Celestia told us that witnesses would have to speak at the trial. And that includes...me._

He heard a knock at the door and Applejack climbed off her bed and opened it to a guard levitating paperwork with his horn.

"Hello, are you guys waiting for Princess Twilight Sparkle?" Applejack nodded. "The spells have been lifted from her brain. Even though she's pretty tired, she insists she's ready to see you all."

"Okay, thank you sir." Applejack brightened up at the prospect of seeing her friend again. "Let's go."

The ponies in the other room showed up and all of them went to a hospital across from the castle and made it to a room where they opened the door and saw Twilight in the hospital bed with droopy eyes and a small smile.

"Twilight!" Pinkie shouted, only to be shushed by the doctor in the room.

"How are you?" Fluttershy asked gently as she walked up to her friend. "Are you OK?"

"I feel free." Twilight whispered, her smile grew. "I felt so trapped in there. Zecora, thanks a million for returning me my freedom."

"Thank Starlight, she is the one that set things right." Zecora replied, looking at Twilight's student with pride.

"Starlight Glimmer, thank you." Twilight smiled. "Marco? Aren't you Star's friend?"

"Yes." Marco answered nervously.

"Did you take part in this?" Rainbow Dash growled, narrowing her eyes at him.

"I didn't help her...but I did not tell anyone when I found out what she did." Marco confessed. "I'm _extremely_ sorry, I had no idea she'd go this far and how bad it'd hurt you guys."

The whole Mane 6 except Twilight and Fluttershy looked shocked. Applejack then glared at him.

"I let a _coward_ into my barn!" Applejack snapped. "And Fluttershy let a coward in her cottage! For the love! You're such a disgrace-"

 _"I_ _did_ _not let a coward into my cottage!"_ Marco shook as he heard Fluttershy's angry tone for the first time. "Marco was confused as his friend was going left and right making bad decisions. And yes, he was worried and probably felt scared. But it was for his friend!"

"He's not a coward." Fluttershy whispered. "He was just trying to do the right thing."

Marco was shocked as this was way more than he deserved after his screw-up. His wings twitched and his hooves shuffled awkwardly.

"Th-thanks, Fluttershy." Marco stuttered.

Applejack narrowed her eyes at Fluttershy and Marco knowingly while everyone else minus Twilight was gawking at them.

"I forgive you Marco." Twilight reassured him.

"So that's it?" Applejack huffed. "We gonna let Fluttershy's coltfriend here decide he's rightfully forgiven?"

"What? Fluttershy's not my...I never said that!" Marco snapped. "Twilight and Fluttershy were so kind to forgive me and I didn't even deserve it let alone ask for it!"

"I mean, he didn't exactly brainwash Twilight right?" Rarity pointed out. "That was Star's doing."

"Fine, but I don't trust you in my barn again." Applejack said to Marco.

"That's fair." Marco sighed.

"Who needs a barn when you could hang with the Wonderbolts?" Dash smirked and flipped her hair back in a boastful manner.

"Maybe, but I'm not a good flier." Marco replied. Fluttershy smiled and Marco assumed that perhaps she wasn't a good flier either, after all she lived in a cottage in a forest.

He felt less tension in the room and was relieved, although he knew now that Twilight was back to normal things would soon go downhill all over again.

* * *

Star scowled when she heard hoofsteps towards her cell. She had lost count of how long she was here, and assumed it had been several weeks, and had hated how they've treated her with generic hay to eat and only allowed her 5-minute showers twice a week when back in Mewni she had one every day with only the richest of soaps and lotions.

She flinched as she was exposed to more bright light when she saw Princess Luna open her cell door and enter the cell.

"Twilight Sparkle has been fully recovered of the spells you've cast." Princess Luna explained. "She's recovered from the procedure and she's been able to answer our questions properly. Therefore a trial to determine your penalty will be held... _tomorrow."_

Star's jaw dropped after the Princess told her the news, she felt all her crimes come back to her mind like a tidal wave. And not only that, but Twilight saw the spells that she cast...and knew she was a human.


	9. Trial of Stars

"Now, this will trial will not determine if Star Butterfly is guilty or not, but rather instead it will take account of all possible witnesses so we can take note of how many crimes and what crimes she has done besides brainwash Princess Twilight Sparkle. And then me, my sister Luna, Twilight, her friends, and several of our most trusted guards will hold a discussion on what punishment is suitable-"

Star put her hoofs over her ears, the speech from Princess Celestia was driving her mad. It was the day of the trial and they were all in a courtroom, where Star had a unicorn guard on either side of her ready to take her out if she tried to attack.

She flinched as she saw the group of witnesses was a big group, she saw Starlight Glimmer, Gilda's brother Grunt, the Mane 6, and...

 _Marco._

Marco had told on her? He was willing to rat her out?

 _I thought he would at least be my friend here...I've messed things up too badly, of course he wouldn't want to be my friend._

"Starlight Glimmer, you may take the podium." Princess Celestia announced.

Star recognized the pink mare she had tried to attack, thinking she was still evil. But all the ponies in the courtroom didn't glare at her but just looked on as she walked to the podium and were ready to listen.

 _She must not be evil anymore. Ugh! Why didn't I check if any of the villains reformed?_

"I was just walking around in Ponyville when I saw _her_ leap into my line of sight wielding her wand." Starlight explained. "I asked her if she was Twilight's new student and she responded with throwing a Wildfire spell at me."

Princess Celestia looked shocked and Princess Luna wrote notes furiously on her paper while whispering something in her sister's ear.

Grunt came up and his talons clawed the podium as he explained when Star had tried to attack him and his sister. The Mane 6 came up and gave their accounts of Star's and Twilight's behavior when the former brainwashed the latter.

Finally, Twilight Sparkle took the podium. Star felt her hooves shake and looked to the Princess with pleading eyes, her tail tucked in her legs.

"...Do you remember humans Princess Celestia?" Twilight asked teasing the subject.

"Yes, I do."

"Well, when one uses the brainwashing spell and goes into the mind of it's victim, they appear in their original form." Twilight explained. "Star? Would you care to say it yourself or shall I?"

Star looked away and her legs felt close to buckling beneath her as she slowly shook her head.

"Everypony, Star Butterfly was originally a human." Twilight announced.

Gasps were heard all over the room and Star could hear dozens of ponies writing diligently, and she glared as a photographer snapped a picture of her.

"Marco?" Fluttershy whispered to the stallion next to her. "Does that mean...?"

"Yes, I was a human too." Marco answered. He was surprised to see no shock in her eyes, but those beautiful emeralds just stared back at him. He almost forgot that they were at his friend's trial.

And that after Twilight's account, he would be next.

"No human _child_ has crossed over to Equestria before." Princess Celestia said. "Where are your parents Star Butterfly? Do they know you're stirring up trouble in Equestria?"

"I had a pair of Dimensional Scissors!" Star blurted. "Some stupid pony took them! Please, _I just wanna go home!"_

Marco felt his heart break as he saw Star slam her head on the table and proceed to sob hysterically. He saw the photographer roll his eyes and write in a notepad.

Meanwhile, Rarity, Pinkie Pie, and Fluttershy looked shocked as they watched her break down. But Applejack and Rainbow Dash showed no sympathy for his friend, but simply looked bored waiting for the trial to continue.

 _I can't even tell if any of them will_ _want_ _to spare her. I don't want Star to_ _get_ _hurt,_ _she's_ _my friend!_

Marco no longer felt sure that he could follow through with his confession, and his hooves began to shake and he felt sweat in his mane. Fluttershy noticed this and placed her hoof over Marco's.

"Don't worry, you just need to reassure them that you didn't help Star in her crimes." Fluttershy told him. "You don't have to tell them everything."

"But it's important!" Pinkie whined. "What else are you hiding?"

"He's not hiding anything else." Fluttershy snapped. "Marco, you're up."

Marco looked at Star, who was now looking up with terrified and tearful eyes.

"Princess Celestia, Luna, I never assisted her in her crimes." Marco assured them. "I'd...I'd rather not comment on my knowledge of them."

"That'll be alright Marco, we have more than enough information." Princess Luna told him. "But were you human as well?"

"Yes." Marco admitted.

"Thank you, you may leave the podium now." Princess Luna said.

Marco saw most of the ponies leave as the discussion was about to begin, he saw the unicorn guards lead Star back to her cell and he felt a hoof on his shoulder and turned around to face a guard.

"We're going to ask you to leave, the discussion is private." The guard told him.

"Okay." Marco sighed. He hoped that Star's punishment wouldn't be too severe.

He waited on a bench in the castle hallway for quite some time alone till two griffins sat on the bench with him.

"Hey, are you okay kid?" The female one asked him.

"Not really, my friend is in really hot water." Marco replied. "I'm worried that she might get hurt."

"That **b****** is your friend?" The male griffin growled angrily. "She nearly killed us!"

" _Don't_ _call her that!"_ Marco yelled. "Who even are you two?!"

"I'm Gilda, and this is my _loudmouth_ brother Grunt." Gilda glared at her brother and he shrugged. "We're sorry you're upset."

"Thank you." Marco sighed with relief.

After what seemed to be a long time, another guard walked to them.

"We have decided, and all of you may return to the room to hear Star's punishment." The guard said.

Marco noticed that the guard looked angry and that definitely made him curious as to why. He and the griffin siblings followed the guard into the room.

He saw Twilight whisper _"Trust me"_ to Celestia and Fluttershy walked to him smiling.

"I think we found a solution you'll certainly like." Fluttershy told him, smiling brightly.

 _A solution..._ _I'll_ _like? But_ _it's_ _a punishment, how could I like it?_

"We have decided that Star Butterfly will be taken into training under Twilight's wing." Princess Luna announced. "She has a lot to learn before she's brought back to her parents, and we want to make sure is cleaned of her harmful ways before we return her to the human world."


	10. Why He Wants to Stay

_"What?!"_ Star spat angrily, her nostrils flaring.

 _I brainwashed a Princess and defended my secret just so that I could learn dumb lessons and be tossed home?!_

"You're extremely lucky." Starlight snapped at her. "You deserve time in that miserable cell of yours, and we're being very generous."

"Put me in the stupid cell then!" Star spat. "I'd rather be there then learn your _dumb_ friendship lessons!"

Starlight glared at her and stomped her hoof angrily.

"No, who knows what chaos you've been causing where you came from." Princess Celestia told Star. "You will have changed by the time you're sent back."

"Change _my butt!"_ Star growled. "Over my dead body, which will probably happen! _Hey!_ What're they doing?!"

"Putting hoofcuffs on each set of your hooves. Even though you have no magic or flight, we won't underestimate you again." Princess Luna explained. "These hoofcuffs will give your hooves enough space to walk, but keep you from running or kicking."

Star shook her hooves violently in the hoofcuffs and wanted to scream. She had never felt so powerless without her wand.

 _Wait...WHERE'S MY WAND?!_

"WHERE. IS. MY. WAND?!" Star screamed desperately.

"Somewhere far away and safe from your grasp." Princess Luna answered.

"C'mon, Star." Princess Twilight said. "The Friendship Express is taking us back to Ponyville and it's leaving in half an hour."

"I'm not going anywhere with you, you _skank!_ " Star proceeded to call Twilight some nasty words beyond the vocabulary of most ponies in the room.

"That mare curses more than Granny Smith after a bottle of fermented apple cider." Applejack stated. "We'll be packing our things for the trip back home. See you there Twilight."

"Alright, don't worry! The guards will be sure to help me get her there!" Twilight replied cheerfully, angering Star even more.

 _I'm going to stab my eyes out with her horn if I have to deal with much more of this!_

* * *

Marco left the courtroom along with the rest of the witnesses for the case. But when he looked at the fancy rug below him he saw yellow eyes staring at him.

 _"Gah!"_ Marco yelped, jumping back and bumping into Rainbow Dash.

"Watch it!" Dash snapped.

"Don't blame him. He must be new, not knowing of the being of chaos."

"Did that rug just talk?!" Marco gasped, feeling light-headed all of a sudden.

"Aww, Fluttershy. You didn't even tell him about me. One of your _closest_ friends, I'm hurt." The mouth on the rug teased.

Marco saw as a tall creature with random parts from a lion paw to a green tail appeared and stood up on the rug smirking.

 _One of Fluttershy's...closest friends?_

Marco felt his pelt get hot and he suddenly felt insecure, and he had no idea why.

"It's Discord, the being of chaos himself." The tall creature introduced himself. "Where is Star Butterfly? I've heard nothing but _mischievous_ things about her!"

Marco noticed a glint in his eyes and deemed him as another troublemaker.

 _But if he is then why is Fluttershy such close friends_ _with_ _him?_ _Could_ _they...?_

Marco's hooves shook and he felt angry as he blushed beneath his fur.

 _What the heck is wrong_ _with_ _me?! I_ _haven't_ _felt this flustered since...oh no._

Marco's heart dropped, he looked at Fluttershy talking to Discord while Applejack was looking straight at Marco with a 'you just now realized?' look on her face.

 _No! That_ _can't_ _be it! Fluttershy is just really nice,_ _that's_ _all!_

"You alright buddy?" Pinkie asked obliviously. "You look like you're going to fall over!"

"Don't worry Pinkie, Marco's just had a realization." Applejack assured her.

"... _oh!_ How could I have forgot!" Pinkie Pie gasped. "I'm holding a party now that Twilight's not brainwashed anymore!"

Marco sighed with relief that Pinkie Pie hadn't caught on to what Applejack was thinking. Pinkie ran off to get her things and Discord disappeared into the rug again.

"How can he do that?" Marco gasped. Applejack waited till everyone else left before she turned to him.

"Cut the crap, if you don't have the hots for my friend, then what the hell was _that?"_ Applejack snapped.

"Was what?" Marco asked.

"You acting like you were going to burst an artery when Discord showed up." Applejack replied. "And I swear to every alicorn if you lie to me again-"

"Um...bye!" Marco took off, his mind whirling with so many thoughts that he thought he'd cry out in frustration.

* * *

"Finally we can get moving to the Friendship Express!"

Twilight smiled as Star was in a cage with wheels, with the guards pushing it forward. Star scowled, she refused to move on her own accord, so she was pushed into a cage.

She felt humiliation as the guards pushed her cage out into the hallway and near the rooms everyone's been staying in, where Marco glanced at her in her cage.

 _I wish he wouldn't look at me like that! Ugh! He was right! We should've been spending our time finding a place home! Wait...? That's it!_

 _I could ask him to find the pony with the Dimensional Scissors! We could get home! However...I'll have to find privacy to tell him these plans, don't want Twilight hearing us._

"Psst! Marco!" Star whispered as the guards left and Twilight went to talk to her friends. But he was busy in what seemed to be a serious conversation with Applejack. He looked at Star and she immediately felt embarrassed again remembering she was in hoofcuffs in a cage.

Marco looked away and continued talking to Applejack and Star felt anger prick at her pelt. She wanted to kick the cage bars to get Marco's attention, but she knew doing that would get everyone else's attention as well.

After a few long minutes, Marco nodded and walked to Star.

"Okay, no need for real chat with these lousy ponies." Star growled quietly. "Listen, you were right. We need to get home, and we know that pony that took the scissors probably lives in Ponyville-"

"Star?" Marco sighed. "I can't..."

"Do you mean because of the stupid punishment these _mules_ gave me?" Star hissed. "Because-"

"No, that's not it." Marco sighed again, his ears flattened and he rubbed his mane with one hoof. "It's because...I like Fluttershy."

Star's eyes widened and right away she scowled as anger burned in her chest.

"You... _like_ one of those filthy horses that threw me in this bloody cage?!" Star spat.

"She did not throw you in that cage, and keep your voice down!" Marco snapped. "You've been rude and these ponies might have been a little crazy, but..."

Marco looked at Star with his brown eyes full of emotion, and was horrified to see that he meant what he was saying. He really wanted to stay here now.

"Fluttershy is kinder than any girl at school. Sure Jackie was nice, but she didn't care as much Fluttershy does..." Marco stared off dreamily and gave a small smile.

Star was gawking at him and Marco realized he hit a nerve and went back to his bed to get his things.

Star felt that her heart was tearing in half and a tear ran down her cheek. Her eyes were still wide with shock and her hearts flickered crazily, overwhelmed with emotion.

 _I've lost my friend to this place! My own best friend! We should've left when Marco wanted too, and now I'll never get out of here! You know what? FINE! If I can't be their Princess..._

 _...then I'll just have to become Equestria's worst enemy._


	11. Divine Mischief

As Star's cage was pushed out of the castle, she saw Twilight and her best friends head into the train with Marco following Fluttershy eagerly. Star snarled while the guards pushed her cage into the train and took it off the set of wheels and placed it on the seat next to a tall creature talking to the Mane 6.

The tall creature looked at Star and smiled a crooked yet genuine smile.

"This must be Star Butterfly." The tall creature gushed. "You look even more mischievous then I thought in those little hoofcuffs of yours."

Star felt tempted to spit in his horse-shaped face when she felt his lion paw rub her cheek.

"I'm Discord." He whispered. "A cute mare like you shouldn't be in those hoofcuffs...Twilight? Why don't you get her out of these and that cage too?"

"Because she could escape or harm somepony." Rainbow Dash snapped.

Meanwhile Star felt like her blush would show through her fur. _Cute?_

"I suppose if she does try anything I can use a freeze spell on her." Twilght answered. "Plus Zecora and Starlight Glimmer are in the other room anyway. Go ahead."

Star almost didn't realize what she said till Discord let go of her cheek and unlocked the cage and turned to her and released her hooves from the hoofcuffs.

Star gently walked out of the cage and stretched out her hooves, grateful for her new-found freedom. Twilight levitated the empty cage into the corner of the room with her magic.

"So Star." Twilight began, Star rolled her eyes and glared at her. "If you want more freedom like you have now, you will answer my questions."

"So forward." Star grumbled.

"Tell me about where you two are from, what school?" Twilight asked. "I've met humans before, just none quite like you two."

"We come from Echo Creek Academy." Marco replied. "Star, she came from..."

"Mewni, in another dimension. I was _Princess."_ Star hissed.

"Then why would you want to be Princess here?" Pinkie asked.

"Because my parents sent me to Echo Creek because they thought I wasn't ready to handle responsibilities there." Star answered.

"Well, that makes sense. And it seems that it didn't work out there either since...well, you're _here."_ Twilight explained. "But don't worry. We're not going to fail you, we're going to teach you all the elements of friendship."

"You can learn how to smile and have fun all the time like me!" Pinkie Pie exclaimed.

"You could visit my new boutique in Manehattan and learn how to do good for others like me." Rarity smiled and batted her eyelashes.

"You can learn how to be hard-working and honest like me." Applejack stated.

"You can learn how to be cool like me." Rainbow Dash bragged.

"You...could visit my animals and learn to be caring. Like me." Fluttershy added shyly.

"And being a little organized couldn't hurt." Twilight chucked light-heartedly. "Maybe I'll have you reorganize my books sometime."

 _Gee, thanks._

* * *

When they all made it to Ponyville, they all met up with Starlight and Zecora. Applejack and Rainbow Dash purposefully stood in Star's way, perhaps convinced that she'd try and harm Zecora.

Soon everyone left with the exception of Princess Twilight and her two students, the former looking very excited.

"It's definitely going to be harder teaching two students, but I'm up to the task!" Twilight exclaimed with a sparkle in her eyes. "You two settle in the library in the castle, I'm going to spend some time writing out Star's lessons!"

Twilight eagerly ran to the castle with Star and Starlight walking slowly. The latter glared at Star.

"I honestly don't agree with them sparing you for brainwashing my mentor." Starlight growled. "You should be grateful they didn't make you rot in your cell."

Star ignored her and when Twilight went into her castle, Starlight froze her with a spell.

"Did you hear me? _I_ _mean_ _it."_ Starlight's threat sent chills down Star's spine and she nodded as much as the spell allowed her.

Starlight looked slightly pleased and unfroze Star. The two entered the castle and headed to the library accommodated with as much awkward silence as possible.

* * *

"Um Fluttershy, why is this pegasus here coming along with us back to the cottage?"

 _I could ask you the_ _same_ _thing._ Marco thought annoyed as Discord flew over Fluttershy and Marco on the walk to her cottage.

"Because him and Star just showed up here and he needs a place to stay." Fluttershy replied.

"Well, you know your cottage has room for only one stallion and that's _me."_ Discord commented smugly, winking at the element of kindness.

Marco felt his pelt burn with anger and sadness when Fluttershy glared at Discord.

"Discord, you have your own place and you know it." Fluttershy snapped.

"Guys, wait up!"

Marco looked around and saw Rainbow Dash fly right to him and smiled nervously.

"Hey, Soarin's roommate moved out and he needs someone to move in to pay the rent." Dash explained. "Marco, could you perhaps...?"

"I have no money and no job." Marco retorted. Before Rainbow Dash could respond, Discord snapped his fingers and there was a bag of cash on Marco's shoulders.

"There are plenty of jobs in Cloudsdale, that money should help you for several months." Discord explained, smirking.

"Okay jerk, what if I don't want to move to Cloudsdale?" Marco growled. "I'm not taking your money you thief."

"What did you just call me?" Discord hissed.

"Um, I'll just ask another pegasus." Rainbow Dash blurted out before flying off.

Fluttershy shook in fright and Marco and Discord stopped, looking ashamed of themselves.

"I think you better go." Fluttershy whispered.

"...well, what're you waiting for? Get on it." Discord snapped at Marco.

"I wasn't talking to him."

"Oh?" Discord looked hurt and nodded slowly before flying away, leaving Fluttershy and Marco by themselves.

"I thought he was one of your close friends." Marco said.

"He is, but he can be really clingy. I guess he really cares about me as a friend." Fluttershy clarified.

Marco scoffed internally, but his anger subsided a little.

 _Clingy as a friend my butt, if I_ _didn't_ _know any better he was trying to_ _keep_ _her to himself. Over my dead pony body._


	12. Love and Flight Lessons

Star just sat on a chair in the library and looked at her surroundings, almost tempted to pick up one of Twilight's books like Starlight already did.

It was surprisingly only twenty minutes when Twilight trotted into the library with several books and papers on her back with a pen behind her left ear.

"Starlight, your marefriend is at the door." Twilight told the pink unicorn.

Starlight's bored expression disappeared as she put down the book and gave a smile as she walked out of Star's sight.

Star felt really bitter assuming that 'marefriend' was the pony term for girlfriend and that reminded her that she didn't have a boyfriend or girlfriend. No, instead she was trapped with a bunch of crazy ponies insistent on making her a better person.

"Star, what's wrong?"

Star flinched as she forgot Twilight was still right in front her with her books and papers. Twilight didn't seem offended and kept a small smile.

"Marefriend?" Star whispered.

"Oh, duh! You're a human, marefriend means a female romantic partner." Twilight clarified.

"I know, it's just being lonely...it hurts." Star muttered.

"Sorry, I wouldn't know." Twilight replied honestly. "I've never been interested in settling down and falling in love. Maybe learning how to better yourself will take your mind off the loneliness."

 _But I don't want to get along with you,_ _you've_ _kept me_ _down_ _here_ _in your psycho-pony land. That I_ _want_ _no_ _part of._

"Maybe." Star muttered. Her furry ears flattened when she heard two voices talking eagerly and laughing.

 _Maybe I can fool around with some of the mares_ _and_ _stallions here, I_ _mean_ _Starlight has a marefriend and_ _she's_ _Twilight's student. So what can stop me_ _from_ _doing the_ _same_ _thing?_

Star saw Starlight Glimmer walk in the library with another unicorn that had azure blue fur. They looked very happy as they seemed to be discussing something important.

"Is this Star? Well, she's never met the great and powerful Trixie!" The blue mare boasted.

"Well she isn't exactly a popular pony Trix'" Starlight whispered, to which Star flared her nostrils.

"Okay Trixie, why are you here? I was about to give Starlight and Star Butterfly some friendship lessons." Twilight asked.

"I was telling Starry here about an idea for our next performance!" Trixie answered cheerfully. "I was hoping we could discuss it here."

"Um, in a bit. Like I said, I had lessons planned for both my students today." Twilight told her.

"Oh. Well, see you in a bit then Starlight." Trixie planted a brief kiss on Starlight's lips before leaving the castle happily.

"Okay, with that out of the way, onto our lessons!" Twilight gave a big grin and Starlight looked unusually happy for her character. Star grumbled and planted her face into the table.

* * *

"Good news, Soarin found a new roommate. But of course, since you were a human, you might want to learn _how_ _to fly."_

Marco was in the field outside of Fluttershy's cottage with Rainbow Dash and Fluttershy with him. The former seemed more than happy to show him how great of a flier she was.

"I'm a true Wonderbolt after all, there's no better pony to teach you." Rainbow Dash boasted, spreading her wings before him.

"Your lessons might be too harsh Dash..."

"Oh come on! All I want is for him to run and fly over your chicken coop!" Rainbow Dash whined.

"Fine, but only because Tree Hugger is taking care of the chickens for the weekend." Fluttershy replied.

"Alright Marco, right to it! Fly over it!" Dash shouted excitedly.

Marco gulped nervously and backed up several feet before looking at Fluttershy giving him a _"I believe in you."_ kind of look.

Suddenly his wings sprung to life, causing Rainbow Dash to laugh and Fluttershy to blush. He suddenly felt embarrassed and wondered what was so weird about his wings lifting so quickly.

"When a pegasus is aroused, their wings lift." Dash laughed. "C'mon Marco, anyday now."

Marco was still blushing and refusing to look at Fluttershy when he made a sudden sprint at the chicken coop. He spread his wings apart and flapped as he leaped in an attempt to fly.

He was barely off the ground when his head collided with the roof of the chicken coop.

He fell backward cursing loudly with his hooves over his head as he saw Rainbow Dash and Fluttershy run over to him worried.

"Dash!" Fluttershy scolded her friend.

"I didn't expect him to be _that_ bad of a flier." Dash retorted defensively.

Fluttershy narrowed her eyes at her.

"Um, sorry 'Shy?" Dash apologized nervously. "You've never been this protective of a stallion, _geez."_

Marco's ears perked and suddenly he hardly cared that he just headbutted a henhouse roof. Fluttershy cared about him more than any stallion?

He resisted his instinct to lift his wings and felt a jolt of confidence. He noticed Fluttershy was looking at him concerned and winked at her.

Fluttershy looked surprised and Rainbow Dash smirked.

"Well then. I'll be heading off now that my use here is done." Dash snickered. "Have fun you two."

Marco got up and winced when he acknowledged the pain in his forehead. Fluttershy walked to him and put her hoof on his shoulder.

"Marco, you sure the blow isn't making you act weirder than usual?" Fluttershy whispered, looking at his dazed eyes.

"Heh...heh, aren't you a pretty mare?" Marco chuckled, feeling disoriented and not realizing what he was saying. "C'mon, screw that snake donkey. We go into your cottage and have a _goooood_ time!"

"Oh dear, this is worse than I thought." Fluttershy gasped. "C'mon Marco. We need to take you to the hospital."

Marco leaned against Fluttershy and she supported the dizzy stallion as they walked till they got to Ponyville where ponies immediately assisted in getting him to the hospital in a pony carriage.

Fluttershy and Marco sat in the carriage as two ponies pulled it to the nearest hospital with Marco babbling failed attempts at pickup lines the whole way there.


	13. Straight From Hell

Marco woke up in a hospital bed and felt nostalgia remembering this was the first place he and Star ended up at in this new land.

All he remembered was that he slammed into a henhouse and everything that happened after that was a blur.

"This bring you any memories?"

Marco smiled as he saw Fluttershy walk in his room and nodded.

"This is where I met you." Marco whispered.

"I was going to say it's where you and Star met the 6 of us, but I guess I made the best first impression." Fluttershy chuckled softly.

 _Oh my god I love you_

Marco felt his wings lift out of the bed and he felt extremely embarrassed as he tucked them back in.

He realized if Star ever finished her lessons, that'd mean they would be sent home. And he didn't want to leave anymore, he couldn't lose touch with someone like Fluttershy.

"Y'know...how I missed my home?" Marco asked Fluttershy. "Well, I don't miss it anymore. Heck, I don't even want to leave now."

"That's great, this place really is wonderful." Fluttershy responded happily.

"But I didn't tell you why, it's because of you. You've been so kind to me even when I had a bad attitude about this place..." Marco explained. "Thank you, Fluttershy."

"Thank you, although I must let you know you were _definitely_ flirty on the way here." Fluttershy teased. "I don't think you remember, but..."

"Oh god, what did I say?" Marco groaned.

"Um well, you called Discord a snake donkey, wanted to 'have a good time' with me in the cottage, and on the way to the hospital you asked if it hurt when I fell from heaven." Fluttershy explained. "You said a lot more but those were the highlights."

"Highlights?" Marco muttered. "I didn't try to...?"

"No, you didn't put a single hoof on me." Fluttershy walked closer to Marco till she was beside him in his hospital bed. "You're so caring even if you can be a little grumpy."

Fluttershy kissed Marco on the cheek and he felt his heart flutter. He could make a total fool of himself and she wouldn't like him any less.

He was tempted to tell her that she missed so he could get a kiss on the lips but he swore he saw sharp yellow eyes with red irises somewhere on the curtains of the hospital room before they disappeared.

* * *

Tom sat in his home in the Underworld staring at the Mirror that he used to share loving conversations with Star with. But it had been quite some time since she broke up with him.

And he didn't think she'd ignore him this much after the Blood Moon Ball. He had decided to go to her and Marco's home himself but no one was there.

 _Had_ _they_ _moved,_ _humans_ _don't usually_ _reside_ _in different dimensions besides Earth..._

He saved up money for a tracker to put on his pair of Dimensional Scissors, and once he bought it he went back to his home and hooked the tracker up to his scissors.

"Search for Star Butterfly." Tom told the tracker before he cut a dimensional hole with his scissors. The tracker flashed a green light confirming it found his ex-girlfriend.

"Star Butterfly is in Equestria." The tracker responded in a monotone voice.

Tom groaned, was she visiting Pony Head? He knew if he went there his body would be transformed into a pony, creatures he didn't care much about. But he wanted to make sure Star was OK and that she wasn't mad at him.

He sighed and walked into the portal, and after a painful five minutes, he was a lavender pegasus with a red mane, horns, three eyes, and a skull as his cutie mark.

"Guess even in Equestria I meant to bring hell to others." Tom muttered before the portal threw him into Ponyville.

He felt weird holding his Dimensional Scissors in his mouth, but kept a stronger grip on it when he was face to face with a pony clad in armor biting down on the Scissors trying to take it from him.

"Back... _off!"_ Tom snapped, headbutting the pony. The pony fell back with their head armor falling off, revealing a beautiful pink mare with blue eyes looking at him in shock.

"Don't leave here!" She begged. "I just...don't want new ponies to leave."

"Do you think I'm going to try to leave when I just got here?" Tom retorted. "I'm looking for Star Butterfly, she's my ex."

"Oh! I know Star! But you don't wanna go near her, she's _nuts!"_ the pink mare shouted dramatically.

 _This pony is nuts!_

"Oh, I'm Pinkie...Pinkie Pie." the mare introduced herself. "It hasn't been too long since Star and Marco came here, and now you're here! Maybe Star turned evil because I didn't throw a _great_ enough party! But that's trial and error right? So what's your favorite cake flavor-"

"I want to know where Star is at." Tom growled, making Pinkie's smile fall.

"Oh, well...she's probably in a cage somewhere in Twilight's castle." Pinkie Pie answered casually. "Um...you never saw me."

Pinkie put the head armor back on her head and gave a small wave with her hoof before taking off out of view.

Tom growled angrily, Star was being held hostage in someone's castle?!

He bolted and when ponies looked at his demon horns and third eye, they screamed and ran into their homes. Tom usually expected this to happen anywhere he went because he was a demon, but he didn't think they'd catch on really quick.

"You stop right there you _demon!"_

Tom saw four ponies run right at him with the orange one throwing a lasso at his hooves, making him fall over.

A purple alicorn walked towards the tied up demon pegasus glaring at him. Tom was shocked as he's never seen an alicorn in real life.

"Two humans and now a _demon!_ How the _hell_ are they getting here?!" A blue mare with a rainbow mane yelled.

"Tell us what you're doing here, _now!"_ The orange mare that tied Tom's legs up snapped.

"I'm looking for Star, I love her!" Tom cried out, trying to kick the ropes off his hooves. "I was a demon, but I don't even have my powers here! Let me see her!"

"She never mentioned a romantic partner, in fact she said she was lonely." The alicorn explained. "Plus, why should we trust you, a demon?"

"Because he's my friend!"

Tom looked at Pinkie Pie who decided to show up and he would have contradicted her if it weren't for the possibility that she may be his only hope of getting out of this mess.

"I ran into him and he could have hurt me, but he didn't." Pinkie told them. "Twilight, you're the Princess of Friendship. You wouldn't tear us apart would you?"

"Um, no." Twilight answered. "Applejack, let him go."

The orange mare Applejack untied Tom and he got up and looked at the crazy pink pony and realized that he owed her one. He cursed under his breath at the thought.

"Star has committed several crimes since she's arrived here and is currently being trained to be a proper citizen." Twilight told Tom. "Wait a bit longer, I need to teach her for a bit before you can see her."

"But till then, you can spend time with your new friend! _Me!"_ Pinkie squealed, putting her hoof on Tom's shoulder.

 _"Great."_ Tom muttered.


	14. Friendship is a Rarity

"Um, why did you want to see me alone?"

Star was sitting in the library as usual when she asked her new mentor said question. Twilight was walking in along with Rarity and Star noticed Rarity's cutie mark flashing.

"Oh, you're not alone." Star commented.

"Dear, we've got a problem in Manehattan. And Twilight thinks this is a good opportunity to bring you on your first friendship mission since the map only called me." Rarity explained.

"After three weeks of teaching you already think I can solve someone else's problems?" Star scoffed. "I can _barely_ open one of Twilight's stupid books without wanting to smash my head in the table."

"Star, Marco and I are your only friends and maybe not even that as Marco hasn't talked to you in those three weeks." Twilight retorted. "This is a chance to make new friends and a very important one at that."

"Don't lie to me you frickin' _horse._ " Star spat. "You're not my friend, you're only talking to me cause of Princess Celestia's orders!"

"You may think that, but I actually care Star. The rest of us want to be your friends too, Rarity wants to be your friend! Fluttershy wants to be your friend! Pinkie-"

"Okay I get it! I'll go!" Star snapped. "Let's go to this Manhattan ripoff city."

* * *

Tom and Pinkie Pie were walking down Ponyville given that a home for him there wasn't decided yet, and he couldn't be reunited with Star yet either. And a third reason, probably the most inevitable of them all was that Pinkie was throwing a party for his arrival.

Of course, to answer Pinkie's question before, his favorite cake flavor was dragon heart cake marinated in unicorn blood. But since there were both sentient unicorns and dragons here, he wouldn't dare tell the party pony that. So instead he answered with strawberry.

"Meet Mr. and Mrs. Cake!" Pinkie introduced Tom too. "They're basically my bosses...and landlords. But they're so much fun! Actually, I have a great idea! You can come live with me!"

 _"Fine."_ Tom sighed. He growled at the blue mare with pink hair that was giggling and assumed she must be Mrs. Cake. She frowned and her husband glared at Tom.

"I've also babysat their foals!" Pinkie added, oblivious to the tension in the room. "Maybe Tom could-"

"I'd rather let a manticore babysit my foals then that _wretched_ demon pony." Mrs. Cake hissed.

Tom hung his head, others would treat him horribly even there where friendship seemed to be their so-called specialty.

"He's not wretched Mrs. Cake! I know him, he just needs to get back up on his hooves that's all!" Pinkie reassured Mrs. Cake. Tom felt his fur tense as Pinkie leaned against him while talking to her.

"Very well, but so help me if I see my babies act possessed I'll throw him out faster then a dragon throws an intruder out of it's cave." Mrs. Cake told her and Tom firmly.

"Okay, with that settled. What did you two actually come here for?" Mr. Cake asked.

"Strawberry cake for Tom's _'Welcome to Ponyville'_ party!" Pinkie squealed, then she turned to Tom as the married couple left to prepare the cake. "There's a party shop only a few stores down that should help get us everything else!"

"Yeah, um...thanks for letting me stay at your loft." Tom admitted sheepishly.

"Of course! What are friends for?" Pinkie replied rhetorically.

* * *

"Welcome to Manehattan!"

Star rolled her eyes and couldn't see for the _life_ of her how the unicorn found this exciting, but at the same time, she figured she was just being bitter over having to participate in the lessons of friendship.

"The most important thing to do first after we reached the location is to look for where a friendship is having problems. When you see it, you should know." Rarity explained. "That's how I feel during these anyway."

Star ignored Rarity ramble on about the "beauties of Manehattan" as they walked and looked around for the friendship problem they were supposed to find. Which turned out to be not hard to find.

Star saw her, a female earth pony that seemed to have black fur but it was powdered so much it looked white. The young mare had red eyes and a black mane dyed with red stripes and her cutie mark was a nose ring.

She seemed to be homeless and Rarity ran to her right away with great concern, Star followed behind.

"Dear, are you alright?" Rarity asked her.

"As alright as any homeless teen mare can be." The mare growled. "What the hell are you doing talking to me? I could bite for all you know."

"You really look like you could use some help darling." Rarity insisted. "The Manefair Hotel is just around the corner, we'll get you a room for a few nights and talk things out."

"Whatever, but I'm not paying for crap. Cause I'm broke." She snapped, getting up to follow the two.

"What is your name?" Rarity asked her.

"Vanita Moonlight." The mare replied. "Who's this?"

"Star, she doesn't know how to introduce herself." Rarity sighed. "C'mon Star, say something."

"Whatever, hi." Star muttered, she looked at Vanita's blood-red eyes looking back at her with curiosity.

They went to the Manefair Hotel and got two rooms, one with two beds for Star and Rarity, and one for Vanita. Several hours later, Star was bored as Rarity was already asleep.

But then she thought about fooling around with mares and stallions, and how _hot_ Vanita Moonlight looked. But Rarity wanted to help this homeless mare.

" _I_ can help her." Star snickered, getting up and leaving the room. She walked to Vanita's room only three doors down and knocked on it.

Vanita opened the door looking tired but Star felt the feelings explode within her and she had no doubt she wanted to take the goth pony.

"Oh, it's you." Vanita said. "What do you want?"

"Shut up and kiss me." Star growled, pressing her nose against Vanita's.

Star walked into her room and Vanita put a _'do not disturb'_ sign over her room door before she closed it.


	15. Change in Plan

_"You did WHAT?!"_

"I went into her room, and I slept with her. I don't see what the big deal is." Star explained with a big smirk on her face.

"Now how are we going to solve her problem if she's caught up with you?!" Rarity growled.

"You mean _in_ me?" Star joked.

 _"Stop_ it!" Rarity snapped. "This is terrible! We need to see what is Vanita's problem is so we can fix it!"

"I'm pretty sure _I_ fixed it." Star teased winking at Rarity.

Knock! Knock!

"Who is it?" Rarity asked.

"It's Vanita!" Vanita answered on the other side of the door. "I...I was wondering if I could come back to Ponyville with you two."

"What did you tell her?" Rarity snapped at Star in an accusing tone.

"I guess some things slipped over pillow talk last night." Star shrugged grinning. "Of course you can Vanita, the more the merrier! Ain't that right Rarity?"

"You go ahead and wait for us in the lobby, me and Star need to talk privately." Rarity explained. "Don't worry, you can trust Star not to put her hooves on me."

After they heard Vanita walk away, Star smiled at Rarity's angry expression.

"You just have no self control do you?!" Rarity snapped. "Do you _see_ my cutie mark flashing? _No._ Which means we haven't finished what we came here for!"

"Well it's too late, Vanita's already at the lobby ready to leave." Star retorted. "And she's my marefriend now, so good luck trying to convince her otherwise."

Star smiled in victory and left for the lobby, leaving Rarity wondering what she was going to tell Twilight.

* * *

Marco felt at home in his cottage as he was recently checked out of the hospital and resting on her couch as he smelled the delicious scent of vegetable soup Fluttershy was making.

Now that he knew how he felt about Fluttershy, he embraced the feeling of love he had for her. It had become so overwhelming that he badly wanted to tell her every time he was around her.

He heard a knock at the door and sparing Fluttershy the trouble, he got up and opened it to see a yellow mare with curly orange hair.

"I thought this was...oh! You must be Fluttershy's coltfriend! Hi!" The mare said eagerly. "I have Fluttershy's weekly shipment of defrosted salmon for her bear. You can take it."

"Ok, thank you." Marco stammered, taking the package by the handle and lifting it.

As he brought it in, so many thoughts were whirling in his head he thought he was going drop the package on his hoof. A stranger just called him Fluttershy's _coltfri_ _end!_

 _Has Fluttershy_ _been_ _telling everybody that_ _I'm_ _her coltfriend?_ _We're_ _not_ _even_ _dating...not_ _that_ _I'm_ _complaining!_

"Fluttershy? Somepony brought fish for Harry." Marco called.

Fluttershy appeared from her kitchen and inside the living room looking happy as she looked at the package and started to head back to the kitchen.

"Wait." Marco almost whispered.

"Oh? Yes, Marco?" Fluttershy asked, returning to the room.

"That somepony called me your coltfriend." Marco blurted out, his ears burning.

"Oh, she did." Fluttershy looked away embarrassed. "Let me explain. I often go to the marketplace to get vegetables and other supplies for my animals."

"Stallions would whistle at me and breath down my neck." Fluttershy explained. "Then a few of them said they would pay for my things if I'd spend the night at their place. It wasn't until I told them I was dating you that they'd leave me alone."

"Jerks, did you tell them you were dating me specifically?" Marco asked.

"Yes, whenever I tried to tell them before there was no stallion that could cover for me." Fluttershy replied. "But you've been around in Ponyville enough for them to know you. So...I'm sorry."

"What're you sorry about?" Marco gasped. "Those stallions _should_ be effing sorry! They can't handle themselves around a cute mare like normal adults and-"

 _"Cute?"_

"I...yeah." _Oh my god, I'm an idiot_

"Fluttershy, let me go with you. I don't want you to get hurt." Marco insisted.

"No stallion has ever called me cute." Fluttershy gave a small smile that almost made Marco's wings spring to life.

"No? What do those jerks call you?" Marco growled. "I'm sorry, the thought of others looking at you like that-"

"Does it make you jealous?" Fluttershy asked, her eyes wide.

 _Oh my god I NEED to shut my mouth!_

Fortunately another knock on the door saved him from having to say anything else. When Fluttershy opened the door it turned out to be Pinkie Pie.

"Fluttershy! Marco! You two are both invited to Tom's Welcome to Ponyville party!" Pinkie squealed. "Tom's my new friend and roommate! He's so cool!"

"Wait? Is he a demon?" Marco asked.

"From where he came from yeah but who cares right? We're going to have _ANOTHER PARTY!"_ Pinkie screeched.

Marco's eyes widened as Fluttershy told her they'd be happy to go. This new pony had to be the Tom him and Star knew. And he must be looking for the latter.

 _Good thing Star's in Manehattan bettering herself_ _so_ _she_ _won't_ _do stupid things like brainwash ponies_ _and_ _date demons._

"What's wrong? Do you know him?" Fluttershy asked.

"He's Star's ex-boyfriend and a demon from the Underworld." Marco explained. "He's a danger to all of you!"

"Pinkie seemed to love him to death." Fluttershy reassured him. "It was adorable."

"That's probably how he manipulated Star into a relationship." Marco growled. "I don't trust him, I'm not going."

"You sound like it really bothers you that he's looking for Star." Fluttershy remarked, her voice dripping with jealousy. "If you excuse me, I have a soup to check on."

Marco felt his pelt ruffle at the tension between them and found it... _hot?_

He shook his head, he was getting way too overprotective of Fluttershy. But at the same time, Fluttershy got jealous of his friendship with Star mistaking it for something more.

 _I was afraid_ _my_ _passionate feelings for Fluttershy weren't mutual. But I think_ _she_ _likes_ _me_ _too!_


	16. Tom's Welcoming Party

"Wake up Tom! The party had already started!"

Tom gave a snort and turned over in his new bed and ignored Pinkie, not realizing what she was saying.

"Don't tell me you're a heavy sleeper cause that's no fun!" Pinkie pouted. "Tooooooom?"

Tom was still sleeping when he felt a ticklish feeling on his fur and he began to snicker.

"Heh...stop that Star..." Tom woke up and realized it wasn't Star but instead it was Pinkie. "Oh sorry."

"It's fine!" Pinkie lied giving a big smile. "What matters is throwing you the best party ever!"

"Yeah, I've never been one for parties." Tom admitted, to which Pinkie gave a loud gasp.

"Who doesn't love parties?!" Pinkie gasped. "Well you'll definitely love this one. C'mon, time flies quickly!"

Pinkie lead Tom down from the loft to the floor of Sugarcube Corner where the rest of the Mane 6 minus Rarity was there along with Marco, Spike, and few other ponies.

"I wish Rarity were here." Pinkie sighed disappointed.

"Y'know all the missions on the map take a while, there's no rush." Applejack reassured her.

Tom could only assume that Rarity was the white unicorn from when the Mane 6 first met him. He saw a gentle yellow pegasus mare and light brown colt talking eagerly.

And he recognized him.

That human boy Marco that he shoved in the Underworld as him and Star were bound together as star-crossed lovers...but then why was Star not beside him?

But instead this unknown pegasus mare was in Star's place.

 _Even though I_ _was_ _jealous...I thought Marco would be_ _with_ _her_ _making_ _sure she was safe._

Suddenly, the fact he _wasn't_ with her was what made him angry.

 _Star's_ _been LEFT to the_ _devices_ _of_ _ponies_ _who_ _don't_ _even_ _know her like_ _I_ _do! Or Marco!_

"HEY!" Tom barked at Marco, catching him by surprise. "One girl isn't enough is it?!"

"Marco, what is he talking about?" Fluttershy asked, glaring at him.

"I honestly don't know what he's talking about." Marco replied.

"Why do you think I was jealous to begin with?! Did you not like Star?" Tom interrogated Marco.

"What? No!" Marco snapped.

"But the moon, you two were meant to be star-crossed lovers..."

 _"WHAT."_ Marco gasped.

"Hey guys!"

Marco was still shocked when Star opened the door with Vanita and Rarity behind her. The rest of the Mane 6 was looking at the three of them surprised while Fluttershy was staring at the floor like she wanted to sink into it.

"This seems like a _really_ bad time..." Vanita commented on the obvious. But Star didn't seem to care.

"Everypony, this is my marefriend Vanita!" Star beamed till her eyes landed on Tom. "Wait, what the duck is Tom doing here?"

"He's my friend!" Pinkie replied eagerly oblivious to the tension. "We _were_ throwing a party for him till he went on about you and Marco bein' star-crossed lovers-"

"What the hell?" Vanita snapped, glaring at Star.

"Babe, Tom's just a crazy ex of mine and Marco's my friend." Star reassured her.

"Whatever, I'm leaving." Vanita sighed, as she left Star went after her leaving Rarity with a lot to explain.

"I'm tired of all this love drama." Applejack confessed. "With Marco and Tom with Star, Marco with Fluttershy, Pinkie with-"

"Umletshavecakenow!" Pinkie yelled over Applejack.

"I..." Twilight turned around to face Rarity. "Did you two at least solve the problem?"

"Hehe...about that..."

* * *

"You let Star hook up with the pony with the possible friendship problem?!" Twilight exclaimed.

"I was asleep!" Rarity protested.

"I'm surprised you'd have sleep during _that."_ Applejack huffed, earning a chuckle from Rainbow Dash.

Pinkie looked at Tom awkwardly as they were eating cake on the table they were all at. Tom was still getting used to not using hands to eat as demons would do and instead ate chunks of cake with his mouth.

 _Forget Pinkie_ _being_ _crazy, the drama with her friends is much more than I can understand. And_ _don't_ _get_ _me_ _started on Marco and this Fluttershy pony!_

Marco and Fluttershy were across from each other with the former chewing his cake nervously while glancing at Fluttershy.

Most of the other guests took their cake and left after the scene, even Spike claiming he had to recheck Twilight's book organization.

Pinkie, Tom, Marco, and Fluttershy were feeling awkward and the last one feeling hurt from the drama earlier while the rest of them carried on the news of Star and her new marefriend.

"Told ya that demon pony was trouble." Mrs. Cake whispered in Pinkie's ear.

"I'm literally right here." Tom growled. "If I didn't know any better, no one wanted me here."

 _"I_ wanted you here." Pinkie whimpered, looking at him with big blue eyes. "Why do you think we're all here to begin with?"

"Because they're _your_ friends." Tom pouted. "Do you think I want to hear them talk about Star's new girlfriend? No. I'm leaving."

Tom got up abandoning his empty plate and the whole table and left the Sugarcube Corner irritated.

Pinkie frowned, looking at the closed door longingly.

"Pining isn't going to do you any good Pinkie." Applejack stated.

Pinkie felt anger at how insensitive Ponyville has been to Tom just because he was a demon. But she didn't have the heart to shout her opinion like she was very much tempted too.

She glared at the whole table and left the building as well.

"Pinkie didn't finish her cake, she never does that!" Dash gasped. "Applejack, do you know what's going on?"

"Let's just say _some of us_ have gotten too close to the new ponies 'round here." Applejack answered, glancing at Fluttershy and Marco.

"That's the truth." Twilight muttered. "Our goal is to get Vanita to stop seeing Star so we can get to the root of the problem."

"I bet that'll make _Marco_ happy." Fluttershy huffed, her voice drenched with jealousy.

"I told you I'm not into Star!" Marco snapped. "I'm heading back to the cottage, we can talk there later."

"Later will be now actually." Fluttershy retorted. "I'm coming with you."

Marco and Fluttershy walked out of Sugarcube Corner as well. Twilight looked at the table with her mouth slightly open in shock.

 _These_ _humans_ _are tearing us apart!_


	17. Keeping The Elements Together

Marco and Fluttershy were heading back to the cottage, the latter overwhelmed by how awkward it was. Pure silence, or was it?

"The blood moon destined you and your best friend to be lovers?" Fluttershy asked him less angrily. "Marco, do you know how serious that is?"

"I know, and believe me Fluttershy I didn't know that till now." Marco reassured her.

 _Why_ _does_ _it matter to you anyway?_

"You'll have to see Princess Celestia about that, she might find a way to break the bond." Fluttershy explained.

"Why do you want it to be broken anyway?" Marco blurted out, wanting answers.

"I..."

 _Just_ _admit_ _you like me!_

"Forget it, forget I asked." Marco growled, running ahead of her to the cottage.

* * *

"Wait! Tom! I'm coming!"

Tom was still sadly walking down the sidewalks of Ponyville when he heard Pinkie galloping towards him. He gasped when Pinkie tackled him from behind and they both fell over.

"Darnit Pinkie! What the bloody hell was that for?!" Tom gasped for air and Pinkie rolled off his back.

"I'm not going to let you go thinking Ponyville is an unfriendly place!" Pinkie exclaimed. "Many of these ponies haven't given you a chance, but you keep missing the point!"

"And what would _that_ be?" Tom sneered.

" _I've_ given you a chance." Pinkie reminded him. "I don't understand why that doesn't matter to you."

"Because I came here for _Star,_ and now she's with someone else." Tom told her, getting up. "I'm going back to the Underworld, and you better not have hidden my scissors-"

"I didn't."

"Oh? I really expected...why are you sad?" Tom asked her, tilting his head looking at her with confused red eyes.

"Tom, have you ever heard of love at first sight?" Pinkie asked him, looking at the ground.

"Well, I guess." Tom replied. "Pinkie, where are you going with this-"

"Um, it was just a question merely out of curiosity." Pinkie lied. "You go ahead and take your walk. I'll be back at our-I mean my place."

Pinkie turned around and walked back to Sugarcube Corner. And when she walked back in, she saw the table was empty. She went up to her loft, the whole corner was depressingly quiet.

* * *

"So you haven't completed the mission yet Rarity?"

"No." Rarity answered Applejack as they were sitting on the crystal chairs around the map along with Twilight and Rainbow Dash.

"So that's why your cutie mark is still on Manehattan." Twilight said. "You do realize we can't solve anymore problems if the map's stuck on one right?"

"Twilight, I tried my hardest to get Vanita to stay but Star wouldn't let me talk to her." Rarity admitted.

"Well, she's in my custody so I can have something arranged." Twilight reassured Rarity with a smirk. "Applejack, Dash. Get Star back here by whatever means. Rarity, get the cage here please."

Within an hour Applejack and Dash were dragging in an angry Star Butterfly that was desperately trying to escape, but the two mares were dragging her by the tail.

"Rarity, put the cage in front of Star." Twilight ordered.

Rarity did so and Applejack and Rainbow Dash let go of Star, causing her to slam into the cage and Applejack quickly locked it.

"WHAT THE HELL?!" Star screeched, kicking her hooves at the cage bars. "Twilight, I've been learning your dumb lessons! Why am I in a cage?!"

"Star, you screwed up a very important mission." Twilight explained. "If I didn't know better I'd say you did it on purpose."

Star narrowed her eyes, but she said nothing.

"Vanita isn't going to cater to your whims just because you're holding me hostage." Star muttered. "She wanted an escape from her mother anyway."

"What did you say?" Rarity gasped.

Star's eyes widened and she whispered a curse word while she looked away.

"That's the problem! Vanita is having a hardship with her mother!" Twilight exclaimed. "We're getting somewhere now! Spike, go tell Vanita we have her marefriend. Now we can carry on with the mission!"

 _"Twilight!_ Pinkie's chair!" Applejack gasped.

"What about Pinkie's chair?"

"It's not glowing anymore!"

"WHAT?!" Twilight yelled, turning around to see that Pinkie's crystal chair was indeed no longer glowing. Instead it was as dull as rock.

The cutie mark wasn't even on it anymore.

"Twilight?...Twilight? TWILIGHT!"

Twilight's friends cried out in shock as their Princess fell over shocked. They ran to her as Twilight's eyes looked hollow as if she lost her soul.

"TWILIGHT!"

* * *

 **Several minutes before**

Pinkie was almost asleep when she heard Tom back in her loft going through his stuff for...

 _His Dimensional Scissors_

Pinkie wished it didn't wake her up. She didn't want Tom to leave, she cared too much for the pony she just met.

 _Or demon, but why does_ _it_ _matter?!_

"I can tell you're awake Pinkie."

"I know." Pinkie sighed at Tom's obvious statement. "I was just about to fall asleep."

"Oh, ok. I found my Dimensional Scissors so..." Tom looked away and Pinkie felt overwhelmingly confused. Did it bother him as much as it bothered her?

She was watching Tom clumsily grabbing the scissors in his mouth and finding a proper spot to open up a dimensional hole.

A proper spot to leave Equestria as soon as he came.

Pinkie almost wished she had taken the scissors like she did with Star and Marco, this was exactly why she takes the scissors preventing newcomers from leaving.

Heartbreak.

Tom used the scissors and opened the hole leading back to his home.

He stepped closer.

 _No._

One hoof closer.

 _I_ _can't_ _lose another._

And closer.

 _Not again!_

And when Tom leaped into the portal, Pinkie made the quickest and possibly stupidest choice of her life.

"Wait! I'm coming with you!"

Pinkie leaped out of her bed and jumped into the portal not even knowing where she was going.

She hardly understood it at the time as she leaped into the portal. All she could think at the time was...

...that she'd follow him to the ends of the Earth.


	18. You're a Beautiful Demoness

_"Wha?! Pinkie what're_ _you_ _doing?!"_

"I'm going with you!" Pinkie repeated as Tom started turning back into a demon.

"Do you even know where we're going?!" Tom growled.

"No..."

"Then why'd you even follow me?" Tom snapped.

Pinkie couldn't answer as the magical power of the portal was changing her form from a pony to that of a demoness.

Her final form looked almost exactly like Pinkie Pie From Equestria Girls except she had one small baby blue demon horn on each side of her head shaped like the horns of a bighorn sheep.

Her eyes still remained blue but when Tom looked at her, he could see a glint of blood red in them. He was back in his original demon form.

And all he could think was:

 _Since_ _when did Pinkie become hot?!_

"Holy spit you look gorgeous." Tom stammered.

"Wha?! You mean that?!" Pinkie gasped.

Tom's three eyes widened when he realized he had said that out loud.

"Um, I meant...myself." Tom lied. "I just didn't have a mirror."

"Oh...well I'm a demoness now!" Pinkie realized. "Where are we going?"

"My home is the Underworld where all demons live." Tom answered. "Pinkie, you sure about coming along? What about your friends?"

"They..." _I'm_ _the Element of Laughter, and_ _I'm_ _not in Equestria_ _with_ _the_ _other elements! How would it_ _be_ _without me? Oh I_ _hope_ _they_ _don't_ _hate me!_

"My friends are strong, each and every one of them." Pinkie told Tom. "I'm not too important, they'll be fine without me."

 _Not important?! She_ _throws_ _parties for all of Ponyville,_ _she_ _has to be very important!_

"Pinkie, I think you're _very important."_ Tom whispered looking into Pinkie's eyes before the portal tossed the two of them into the Underworld.

* * *

"TWILIGHT!"

Star glared at the three ponies that were standing over Twilight who had fallen over. She wasn't concerned about what was happening with her teacher, if she was dead maybe she could go home.

But she did feel concern when Vanita busted down the door and ran so swiftly through the castle hallway that the scared ponies didn't even have a chance to reach the cage.

"Star! Why are you in this cage?!" Vanita exclaimed. "What the hell are you ponies doing to my marefriend?!"

"You left Manehattan because you were leaving your mother!" Rarity snapped. "You two are going to have to break up so you can talk to her!"

"What...what're you going to do to her if I don't?" Vanita whimpered. "I thought you were the Elements of Harmony!"

"We're not going to hurt her, what kinda monsters do ya take us for?!" Applejack retorted. "If you two don't break up, Star is going to be sent to Canterlot to be taught there. You'll never see her again."

Rarity and Spike were tending to Twilight as she was getting up. Star felt everything spinning as she felt lightheaded. She looked into Vanita's blood red eyes and knew it was the end.

"Goodbye Star Butterfly." Vanita sighed. "They're the Elements of Harmony, I can't negotiate with them."

Star looked away till she heard the door shut indicating that her ex-marefriend left with Rarity to Manehattan. Then she shook the cage bars and screamed at Twilight.

"YOU MONSTER! JUST WHEN I HAVE REASON TO STAY IN THIS HELLHOLE YOU RIP IT ALL AWAY FROM ME!" Star screamed at her teacher. _"LET ME OUT!"_

"You'll be staying in that cage for the night to ensure that you don't give chase." Twilight sighed, levitating an ice packet to her head. "Applejack, Rainbow Dash. Go put her in the soundproof room."

* * *

Unfortunately for Star it was as soundproof as Twilight Sparkle said. She screamed and banged her hooves against the cage bars till her pipes were worn thin and her hooves were tender to the touch.

One full day later Twilight opened the room and levitated Star's cage to the outside of the castle and let her go. It was already evening and still tired and hurt, Star decided she'd go to one of the bars in Ponyville.

Star walked in the nearest bar to clear her head and saw Octavia cleaning glasses and she realized that she had no idea what kind of alcoholic drinks they served in Equestria.

 _Well_ _I'm_ _sure they're all for the_ _same_ _reason, and bonus! They_ _don't_ _have_ _age restrictions on anything!_

"Hey Octavia." Star grumbled. "I...this is my first time in one of Ponyville's bars. What would you suggest me?"

"By the looks of how you're feeling I'd give you the Pinkie Pie Special with extra vodka." Octavia admitted. "That'd be 15 bits though, you got that on you?"

"Yeah, here." Star sighed, pulling out 15 bits out of a bag she had. "Thank you."

Star wondered why Octavia wasn't worried bringing up Pinkie's name when she realized Ponyville didn't know of her absence yet. Star hadn't realized that till she was calming down in Twilight's soundproof room.

Octavia brought a huge cup with ice cream and various toppings and liquid at the bottom. Octavia explained that everything in the drink contained alcohol, even the ice cream.

Star was pleased and took intervals between sipping through the straw and chugging ice cream with her spoon. By the time Star was done she felt like she was dancing on clouds and seeing stars. Her vision was slightly blurry when she saw a tall creature heading her way.

She knew halfway through her drink she'd probably be waking up in somepony's bed. But she didn't think she'd see him again, and even in her drunk state she knew she'd be going home with him.

Discord.

She shakily got off her stool and walked up to him and got up on her two back hooves and used her other two to clumsily pull Discord into a rough kiss that Discord returned putting his paw around Star's neck.

Discord held Star in his arms and snapped his fingers, teleporting the two of them to his house.


	19. Not Shopping for Attention

Star felt an overwhelming headache when she woke up. She hadn't even opened her eyes yet and she was very aware that she had slept with the Element of Chaos.

She found it very suiting for a crazy teen such as herself. Which when she thought about it brought another question to life. How old was Discord?

She turned over in the _humongous_ bed she was in(calling it king-sized would be an understatement) and realized she was alone on the bed. She was about to get up when she saw the mythical creature holding a coffee cup out to her.

"Oh! Thank you! But with my hooves I don't think I can drink it on the bed." Star started saying till Discord put his talon on her lips.

He snapped his fingers and the coffee cup was on the dresser next to his bed with a long straw that reached all the way to Star's mouth. Before Star could drink from the cup, Discord blew on the coffee.

"It should be good enough to drink from the straw now." Discord assured her. Star did so and smiled in pleasant surprise.

 _Not_ _even_ _Mewni magic could make_ _coffee_ _this_ _good!_

"I may be the Element of Chaos, but I'm a gentlepony when it comes to taking care of my lovers." Discord purred, Star wasn't surprised that she wasn't his first.

"How old are you, 30?" Star asked him.

"I forget that you used to be a human from a faraway land sometimes." Discord chuckled. "I am _much_ older than 30 my dear. I am more than a thousand years old."

Star felt her fur burn with a slight humiliation that she not only banged a one of a kind monster, but that he's lived longer than her parents and their parents and so on. The feeling was only slight though because she was attracted to him regardless.

"Do you remember any of last night Star?" Discord asked her gingerly as he pushed a hair behind her pony ear.

"I remember bits of it...enough of it to know what happened." _Do_ _they_ _even_ _have protection in Equestria? Am I going to have mutant babies?_

"Oh good." Discord smiled. "...when you finish your coffee we best be getting back to Equestria."

Star nodded till she realized what he said. She looked out the window and saw only pitch black.

 _Where am I?_

* * *

"Just carrots and hay right?"

"Right."

Marco and Fluttershy were walking through the Marketplace of Ponyville. It had been a few days since the party and even though they haven't had much time to hang out because of search parties for Pinkie Pie, she had understood and forgiven his lack of knowledge of being spirituality tied together with his best friend.

Marco would protect Fluttershy in public regardless, but it was better that they were getting along. The only thing left was the elephant in the room: that they both liked each other. And that both of them seem to be grasping the idea, but weren't quite there yet.

Marco kept a sharp eye and his nostrils flared when he saw stallions giving Fluttershy double takes. But soon enough they reached the biggest farmer's market in the area where a burly dark grey stallion with a lettuce cutie mark.

"Does this stallion pick on you?" Marco whispered in Fluttershy's ear.

"No, not at all! This is James." Fluttershy explained. "His farm is just outside of Ponyville...it's his brother I'm worried about."

"What's his name?"

"My name's Tyler."

Marco's head whirled around to face a dark brown stallion with messy and curly black mane and two carrots making an 'x' as a cutie mark. He was smaller than his brother but slightly bigger than Marco and Fluttershy.

"Um...James? I'd like a bucket of carrots and a bale of hay please." Fluttershy requested the earth pony trying to ignore his brother.

"Right away." James chirped before bolting to get the items as quick as possible. Tyler stepped closer to Marco and Fluttershy.

"I thought ya were the Element of Kindness sweetheart." Tyler mocked Fluttershy, who was looking away. "Don't ja know it's rude to ignore other ponies. Especially a gentlepony like me."

 _"Like hell_ _you're_ _a gentlepony!"_ Marco growled, anger sparking his wild eyes. "Do you really think I'm going to let you flirt with my marefriend like that?!"

"Did she say that? That tramp probably wants a romp in that hay she's buying from _anypony."_

 _BAM!_

Fluttershy held back a scream as Marco turned around and sent his rear hooves slamming into Tyler's face and sending the weak pony flying across the marketplace. Drool dripped from his mouth deeming him unconscious.

"I'm so sorry! I'm so sorry!" Fluttershy gasped to his brother James. James had come back with the bucket and bale and his jaw dropped as he looked to Tyler.

"I..." James got himself together and looked at Fluttershy with a serious look in his eyes. "Fluttershy, I think you're a nice mare..."

"Oh no."

"But I'm afraid we can't do business with you after your coltfriend kicked my brother in the face." James finished. "We reserve the right to refuse anyone. And...that includes you."

"I understand." Fluttershy saw Marco looking at her with an extremely apologetic look and she sighed.

She paid the bits and Marco and her lifted the bale onto their backs while Marco held the bucket handle in his mouth.

 _Hello_ _again_ _awkward silence._

When they got back to the cottage, they lifted the bale of hay off their backs and placed it outside while Marco placed the bucket in the fridge. Fluttershy brushed against his pelt when she went to get carrots for Angel and like over and over again, his heart raced.

 _Those stallions probably make_ _her_ _feel horrible_ _when_ _they want her. Now's not_ _the_ _time_ _to make any move._

Yet the words 'I love you' rang in his head like they usually did when he was around her. But he reminded himself to have some self-control. He wanted the moment to tell her to be perfect.

* * *

"The Grand Galloping Gala should go underway in less than two weeks. Are all the invitations set to be sent via magic?" Princess Celestia asked her guards.

"Princess Celestia?" Her sister called from behind. "You haven't read this letter Princess Twilight sent you. Usually they're not urgent, but I read this one...you should really read it."

Princess Celestia turned around and levitated the letter while reading it:

 _Dear_ _Princess Celestia,_

 _I bring grave news that I never expected to happen: Pinkie Pie has gone missing. We_ _found_ _out_ _when_ _her_ _castle chair lost all of it's_ _light_ _and it even lost it's cutie mark. We looked into her loft_ _and_ _noticed Tom wasn't there either._

 _Tom was a demon that visited our world_ _and_ _I express great concern_ _that_ _he may have fillynapped her or much worse._ _Mayor Mare and I have sent_ _many_ _searching parties and we still haven't found her._

 _Please answer ASAP,_

 _Princess Twilight Sparkle_

"The Element of Laughter is either dead or outside of Equestria." Princess Luna told her sister as she finished reading. "We cannot give up hope, we must go to the Underworld."


	20. Underworld Revelation

Over the past few days Pinkie has gotten comfortable living in Tom's cave, which was apparently where demons live in the Underworld.

Tom constantly worried that other ponies would catch them on their way to the Underworld. Wasn't Pinkie an element after all?

"Hey Pinkie...?" Tom walked up to Pinkie who was eating Mutated carrot cake on their couch while a demon soap opera was playing on the TV.

"Yeah?" Pinkie asked with cake in her mouth.

"You here any talk about you in the Underworld?" Tom asked.

"No." Pinkie's eyes widened. "Am I supposed to? Oh no, do they know I'm not really a-"

"I didn't hear any talk, I was just checking if _you_ did." Tom reassured her. "I thought Equestria's leaders would've found this place by now since you're an important pony."

"I'm sure Equestria will find another Element of Laughter." Pinkie dismissed Tom's reasoning. "I'm mean, they could always look for Cheese Sandwich. He's the life of the party _anywhere_ he goes!"

Knock! Knock!

"I'll get it!" Pinkie swallowed the last bite of her cake and bolted to the cave entrance where a demon holding an invitation.

"Tom's...girlfriend? I'm surprised he got over Star finally." The mail-demon commented. "He's invited to the Blood Moon Ball redo along with a plus one."

"Redo?" Pinkie asked. "What happened to the last one?"

"The moon landed on two people that are no longer in this dimension so it no longer works on them." The mail-demon explained. "So the Underworld needs two new star-crossed lovers. Take this."

The mail-demon gave Pinkie the invitation and realized something.

 _Wait...so Star and Marco are no longer destined_ _to_ _be star-crossed lovers?! That means Marco and Fluttershy can be together! This is amazing! I must tell her...oh right. I live here now._

Pinkie sighed missing her old home before she returned to her and Tom's cave to tell him the news.

* * *

"I suppose we must get going...oh it's some mail. Let me see what it is Star."

This was the third time Star had spent the night at Discord's house and she got out of his bed to see Discord eagerly reading two tickets.

"Um, were you invited somewhere?" Star asked curiously.

"It's the Great Galloping Gala!" Discord announced, flying over to his marefriend's side and showing her. "I get invited along with an extra ticket for my plus one! And I think you know who it is..."

"Me?" Discord nodded. "You'd really bring me to an official event? How big is this event anyway?"

"Yes I would...I also a gift to give you when we get there my sweet." Discord purred, nuzzling Star's neck. "The Great Galloping Gala is one of the biggest events in Equestria! It is hosted by none other than Princess Celestia."

"Of course it is." Star growled bitterly, remembering the punishment her and her sister placed on her. At least she met Discord in this mess and invited her to the biggest event. Even they had dated for only almost two weeks, Star felt drawn by the creature's mischievous behavior and seduction.

 _He's definitely a keeper._

Turns out thanks to Discord's almost unlimited magic, he could control whether he could impregnate Star or not which every time he didn't. After all they were just getting to know each other as lovers. Star didn't mind the idea of having Discord's foals, not one bit.

* * *

"Hey Fluttershy? What're those two tickets you got there?"

"Hmm? Oh, you mean _these?"_ Fluttershy smirked with the two tickets being held in her mouth as she walked towards Marco. "Well, has anypony told you about the Great Galloping Gala?"

"I think Twilight has." Marco brightened. "I heard that's the biggest party in Equestria! It's in Canterlot right?"

"Yep, and I got this plus one ticket here and...I want you to come with me. So will you?" Fluttershy asked with big eyes.

"Of course! _Yes!"_ Marco squealed, he flew and literally swept Fluttershy off of her hooves before blushing with embarrassment and putting her down. "Um, s-sorry."

"It's perfectly fine." Fluttershy reassured him with a smile. "I was excited my first Gala too."

* * *

"Tom? You've been invited to the Blood Moon Ball with two tickets in this envelope!" Pinkie exclaimed.

"Wait...I thought Star and Marco were star-crossed lovers?" Tom asked getting off the couch and tearing open the envelope.

"They were! But since they relocated to Equestria long enough the effects seem to wear off!" Pinkie gasped. "Marco could love Fluttershy! This is great!...Tom?"

Pinkie was confused as why Tom had thoughtful look on his face till she painfully remembered that he liked Star. Hell, he probably does still.

"What am I going to do with this extra ticket?" Tom whispered to himself.

"I dunno, why don't you give it to your ex-girlfriend?" Pinkie growled uncharacteristically. Tom looked shocked from her outburst.

"Huh? Pinkie are you alright?" Tom asked.

"Why does everything have to about _Star?"_ Pinkie complained. "Everything changed because _she_ showed up. I just remembered that's why you came to Equestria in the first place. But here I am in the Underworld regardless because I. Like. You."

Pinkie gave Tom a dirty look before leaving their cave leaving Tom shocked.

"Wait...? She likes me?" Tom whispered. "Why me? I'm just a nasty demon? Why would she like me? Possibly the happiest girl in the world?"

Tom pulled the two tickets out of their envelope and they were in their usual blood red color with it being from 7-12 PM in a week and a half from now.

The reason that Tom had a thoughtful look on his face was not that he was thinking of Star, but that he had a chance to go to the Blood Moon Ball with someone he _liked._

And during his time in Equestria, no matter how many times he was grumpy and miserable, there was one pony that always tried to cheer him up to the point where he didn't think of anyone else.

And he was going after her.


	21. Welcome Home, Pinkie

"Pinkie! _Pinkie!"_

Tom ran frantically to where Pinkie was on the dirt with her head in her hands and he winced as he felt horrible for making her feel bad.

"Pinkie Pie...I had no idea you _felt_ that way." Tom admitted. "I think...I think Equestria needs you more than the Underworld does."

"S-so you're trying to get rid of me?" Pinkie stuttered, her voice breaking.

"N-no! I want to come back to Equestria with you Pinkie!" Tom lifted Pinkie's face and he looked into her sky blue eyes. "Pinkie I like you too! I thought there would be nothing for me after Star dumped me. But I didn't realize you were there the moment I landed in Equestria. I don't want to spend my life alone here, I want to spend it with you."

"Well that's really convenient since Princess Celestia and Princess Luna are right behind us in demon form right now." Pinkie smiled.

"What?!" Tom pulled away from Pinkie and indeed see them in their human form only Celestia had red horns and Luna had a third eye and hundreds of knights were overboard.

"Oh...we thought it was going to take more _effort_ to get you to come back." Princess Luna said. "But we can take you back if you're ready."

"I've got some stuff to pack and I'll be ready." Tom said, he walked away from the Princesses and his...girlfriend now? He hoped so as he walked to his soon-to-be former home.

He came back with a bunch of various things he wanted to keep in a backpack on his shoulders and all of them jumped into the portal Princess Celestia cut with her own pair of Dimensional Scissors.

* * *

Star smugly curled up in Twilight's library chewing gum while sitting at the table. It was only three days till the Grand Galloping Gala where she and Discord would be as naughty and mischievous as possible.

Suddenly her great feeling disappeared as she felt an unpleasant urge to vomit, she ran to the nearest trash can and threw up.

"Star are you alright?" Rarity asked. Star growled, she didn't want to talk to Rarity because she was a factor in her breakup with Vanita. But she was the only one in Ponyville that can make her a wonderful dress for the Gala on time.

 _"_ _I'm_ _fine!"_ Star snapped suddenly. "Er...is my dress ready yet? I...uh..."

"What is...wait...are you pregnant Rarity?!" Twilight immediately asked the white unicorn as she walked into the library.

"No! I'm dating Applejack!" Rarity protested, then her eyes widened. "Oh...I didn't mean to tell you that. This is awkward heheh."

"I sense a pregnant mare in the room thanks to my Alicorn powers." Twilight explained, this time looking at Star. "Star Butterfly, I'm extremely disappointed and not only have you backtracked greatly in your friendship lessons, but you have greatly hurt your normal life."

"The hell are you talking about." Star said chewing her gum in disinterest.

"Star Butterfly, you're _pregnant."_ Twilight announced. "A letter will be sent to the Princess and-"

"Twilight!" Spike shouted entering the castle. "Pinkie's back with Tom! Pinkie is back!"

"Really?!" Twilight squealed excitedly. "Pinkie Pie is safe! Thank Celestia!"

All of them left except Star, whose gum fell out her mouth in shock. She didn't at all question Twilight, because it was the best explanation for her vomiting and her mood swings. She was pregnant with Discord's...foal? Calf? Mutant baby?

She was struck with fear of the unknown and her first instinct was to go to her coltfriend but had no idea where he was. Then her next instinct was to go to her best friend, but then she realized they weren't nearly as close as they used to be.

She ran out of the castle knowing she had to find Discord.

* * *

"Pinkie! We've missed you so much!" Fluttershy gasped hugging the party pony. "Where did you and Tom go?"

"We went to the Underworld where the demons live!" Pinkie then gasped and smiled even wider. _"Did_ _you_ _know Star and_ _Marco_ _are no_ _longer_ _star-crossed lovers because they moved here?!"_

"Woah, really?!" Fluttershy whispered excitedly before being pushed aside by Twilight and Rariry who hugged Pinkie at the same time.

"Things weren't the same without you Pinkie. There wasn't a lively pony as wild and happy as you." Twilight smiled genuinely at her.

"I had these Great Galloping Gala tickets for you too Pinkie. But you better not bring that demon creature with you." Princess Celestia said sternly before her and her sister left with their knights. Applejack looked and Pinkie and Tom and raised her eyes at them.

"You're still bringing him with huh?" Applejack asked amused.

"Yep!" Pinkie yipped.

"But what I don't understand is why did Tom come back? I thought he wanted to leave Equestria." Applejack pointed out.

"I did but I realized Pinkie was really important as an Element of Harmony, and I like her so I decided to come back with her." Tom explained.

"Well you two have only three days till the Grand Galloping Gala so I better help you two get your outfits. I have a few spares." Rarity commented as she led the new couple back to her place.

Rainbow Dash and Applejack glared at Tom before going their separate directions and Twilight began frustratingly walking back when Fluttershy flew over to her and tapped her on the shoulder.

"Twilight, why are you so angry?" Fluttershy asked.

"Because _someone_ knocked up Star and now I'm back to square one Fluttershy...don't worry I don't think it was Marco." Twilight added. "But I'm just upset for now."

Twilight flew back to the castle and Fluttershy wasn't the least suspicious that Marco had something to do with Star's sudden pregnancy. Their friendship was strong on trust, and best of all, the star-crossed lover bond between Marco and Star was broken.

She smiled to herself as she flew to her cottage where her best friend Marco was. Soon, the Great Galloping Gala would go underway.


	22. Star and Marco's First Gala Part 1

Star finally managed to get to Discord's house and as she floated she struggled to the door and frantically knocked on it. Moments later Discord opened the door and pulled her into his house.

"Dear, what's wrong?" Discord asked as he placed his marefriend on his bed and began running his claws through her hair.

"I'm pregnant." Star whispered, her heart sinking. "I don't get it Discord, we were so careful _every_ time."

"Well my little constellation, I'm a Draconequus and once in a blue moon I can't control my power to not impregnate you." Discord explained slightly smiling. "Star don't look so distraught. But I must let you know that a foal with any Draconequus blood cannot be born from a regular pony but a mare with Draconeequs blood herself."

"So this baby's going to be trapped inside my body forever?!" Star yelled horrified.

"N-no my beautiful mare! I know just the thing to do but I cannot tell you yet. Just have faith in me and focus on the Gala okay Star?" Discord asked cupping Star's face with his hands.

"O-okay."

 **Three days later**

"IT'S FINALLY HERE! HOLY COW IT'S FINALLY HERE!" Pinkie squealed as many ponies were waiting at the Ponyville Train station with the rest of the Mane 6, Star, Marco, Starlight, Trixie, Discord, and many others.

Fluttershy was surprised to hear Discord was the father of Star's unborn foal but as one of his closest friends she was supportive of him. What made her curious was how he fidgeted uncomfortably in her gaze and walked away. Why was he being so awkward?

It didn't matter, she was in a stunning dark purple dress studded with hot pink jewels with Marco fidgeting in a simple tux next to her burning up. Marco sensed she was aware of this as she gave him what he sensed were bedroom eyes and his wings skyrocked sending him flying into the air.

"HAHA!" Rainbow Dash laughed hysterically. "Am I glad that I don't date stallions! Right Daring Do?"

"Shh! Dashie, just call me A.K around here OK?" Daring Do whispered wearing her fake glasses and a matching dress.

Recently since Rarity's confession her and Applejack were starting to become more public with their love as well as Pinkie and Tom. Twilight's disinterest in romance hasn't wavered and she brought her assistant Spike with her.

Discord went all out as he brought Star a bouquet in a night blue tux with a star pattern before he brought her to the train station where they waited for the train to take many eager couples to the event that was greatly anticipated.

Except from Star who was still bitter towards the Mane 6 for trapping her in Equestria and taking her best friend and Vanita away from her. But she tried to remain positive for Discord and their baby, what she was convinced was the best thing to happen to her.

Marco hoped that his relationship with Fluttershy would evolve into much more at this event that she was excited for. He flew back to the ground as the train came into the view and everyone excitedly ran into the train. Star glared as she noticed Gilda and Grunt fly in as well.

"What was Princess Celestia doing inviting _griffins_ to the Gala?" Star hissed under her breath.

"Now now my sweet we don't discriminate. Besides _I'm no_ t exactly a pony or human and you fell head over heels for me~" Discord purred nuzzling Star's nose.

Star sighed and like many times before gave into his charms before Pinkie knocked her over out of excitement. Star glared at her and was shocked to see Tom approach them.

"Hello Star!" Tom smiled. "Who's this fella? I thought you were dating that pony Vanita?"

"Um...this is my coltfriend Discord and...um..." Star was sure that her belly was anywhere close to being swollen but just being pregnant with someone else's baby in front of her ex-boyfriend made her sweat.

"And _Tom's_ my coltfriend now too!" Pinkie got up and was facing Star with a big smile and intense stare.

"Psh, you're just his _rebound."_ Star growled in Pinkie's face. Pinkie booped Star's nose angering her before Tom and Pinkie walked back to their seats on the train.

The train stopped and when Marco stepped off the train he was amazed by the thousands of ponies around the Canterlot Castle and there was Princess Celestia and Princess Luna greeting ponies as they walked in. And he was certainly proud to be Fluttershy's date to the Gala as stallions shot him jealous glares.

Everybody looked excited as they entered the Gala except Star. Why did she have to expect a baby during the biggest party in Equestria? Especially when she was _always_ a party girl! Discord however looked happier and happier as they walked to the food stands and bought Star apple-flavored cotton candy.

" _Why_ are you in such a great mood?" Star asked Discord. Discord smiled even more as he got down on one knee and looked at her with adoring red eyes.

"Star, in order for you to become part Draconequus to give birth to our beautiful foal you must be legally married to me. And with that said..." Discord snapped his fingers and a big diamond ring appeared in his claws. "Will you marry me?"

"YES!" Star squealed hugging her fiancé. However it was not love that motivated her excitement but power and greed being married to the being of Chaos. And if she became part Draconequus...

She would have magic beyond any unicorn or alicorn's will.

"I brought a pegasus to marry us right now." Discord explained. "Derpy are you here?"

"Yep! Do you have the ring?" Derpy asked as she flew to the couple's side. Discord nodded and Derpy began reading the vows.

"-and Star, do you take Discord the Draconequus and being of Chaos as your lawfully wedded husband?" Derpy asked Star.

 _"WAIT! STOP!"_

"I do!" Star gave a venomous smile knowing Twilight was too late to stop the evil from awakening in her.

"You may now kiss the-"

Star slammed her lips against Discord sealing the deal and felt the black magic pour from his tongue and into her body and veins. Twilight reached for Star to pull her away but was blasted away by the smoke that surrounded Star.

Her new form was coming.


	23. Star and Marco's First Gala Part 2

"You seem quite nervous Marco..." Fluttershy whispered teasingly as she leaned over towards him as they sat on the table. "Are your hooves still tired or do you want to dance again?"

"I'd love to get back to dancing." Marco answered, in a dreamy daze. Every moment spent with Fluttershy was intoxicating and he felt even more sweaty in his tux.

Awesome music not too different from the pop played back in America started playing and Marco and Fluttershy danced like no one was watching. They could see Pinkie drinking and then going back to dancing before she lead Tom upstairs.

Before Marco could question what they were doing, a slow song came on. Marco was wondering how ponies slow danced when he felt Fluttershy's head on his shoulder and they swayed back and forth. Now seemed to be the perfect time.

"Fluttershy...I got something to get off my chest." Marco pulled away to look into her green eyes. "I love you."

He felt his heart race at a thousand miles per hour and he couldn't believe he _really_ said it. Fluttershy looked at him with shining eyes and he believed more so than ever that going to Equestria was the best decision he ever made. And when Fluttershy kissed him, it confirmed his thoughts.

She pressed her lips gently against his and put her hoof on his chest tugging at his tux restraining her hunger for him. Once they pulled away she placed another kiss on his forehead.

"I love you too Marco." Fluttershy confessed. "This is the best Gala and a first kiss more wonderful than I could imagine!"

"That was your first kiss? How did you not date other stallions?!" Marco gasped.

"None of them were nearly as sweet and kindhearted as you Marco Diaz." Fluttershy answered. "Will you be my coltfriend?"

"O-of course!" Marco exclaimed. They pulled in for another kiss when they were interrupted by several ponies running past them screaming.

"What was that?" Marco gasped.

 **Several minutes before**

The smoke broke away from Star and she had several new features: above her left ear was a shiny antler, her left eye was identical of Discord's, her right hoof was now a cyan lion's paw, her wings were slightly longer than an alicorn's, and her tail was now a hot pink dragon tail.

Twilight was beyond horrified.

 ** _"YES!"_** Star howled victorious. "Now I am the _PRINCESS_ _OF CHAOS!"_

"CELEST-"

Star suddenly was right in front of Twilight and slammed her lion paw against Twilight's mouth silencing her.

"Hush now you incompetent fool. If you or any of the other Princesses try to stop me I'll bring hell to this pony wasteland." Star growled. "And if you get rid of my powers you'll be killing my baby...we don't want to do that do we?"

Twilight shook her head.

"Now tell me wear my wand-" Star suddenly fell in pain and turned to Discord. "What is happening?!"

"Dear, the baby is coming! That's what happens after such a powerful transformation! The baby wants out!" Discord explained flying to Star's side before looking up at Twilight. "You're a Princess, stay here and help or I'll make sure Star stays true to her words!"

"What's going OH MY GOD!" Marco screamed as he looked at Star in her new form on the ground giving birth. "Fluttershy?! Do you know what to do?"

"Of course! I've helped many animals give birth before!" Fluttershy flew to Star's side and brushed her blonde hair with her hooves. "Shhh, it's okay Star. Just breath in and out and it'll be over before you know it."

Star listened and only moments later, a red filly with a dark grey mane, wings, a tiger paw, a dragon tail, and big blue eyes and heart cheeks from her mother was born.

"She's beautiful Discord!" Fluttershy exclaimed happily.

"Fluttershy what're you doing?!" Twilight gasped terrified. "Star's now a chaotic being of destruction and you're helping her?!"

"I'm not going to let an innocent baby die!" Fluttershy replied. "Besides, I expect Star to remember my kindness when it matters."

"So what should we name our baby?" Discord asked his wife as he lifted the baby to nurse on Star. Star was disgusted by the pressure of the filly sucking on her milk but pushed the feeling aside to think of a name.

"Chanel Bloodthorn Butterfly." Star decided suddenly seeing her daughter in a more positive light. The many fillies and colts she and Discord would have would all be three-fourths Draconequus, part pony, and possibly part human mentally. They would be the most powerful children in Equestria.

She kissed her daughter on the forehead and Discord smiled at her.

"Um...make room for Uncle Marco!" Marco laughed as he began lightly petting the little filly. He couldn't believe it was Star's baby and felt things were changing really fast in this world they lived in.

But as long as Fluttershy was by his side, it would be OK. He believed this as he dreamed of him and Fluttershy having foals of their own someday.

 **Somewhere far from Canterlot**

Queen Chrysalis was in the desert where she stayed after being horribly defeated by Starlight Glimmer and her friends. And to make things worse she recently was informed that Star Butterfly was in Equestria: the _Mewni_ Princess.

Since there were thousands of Changelings that she once ruled, she was relieved to see almost a hundred Changelings that refused to open themselves up to love and remain in their black bug forms with the holes in their body unhealed.

 _"ALI!"_ Queen Chrysalis howled, right away a Changeling flew to her side that wore a red shirt with a yellow star to show some individuality.

"Yes my Queen?" Ali whispered in awe.

"The Changeling race that's untouched by love is about to become extinct unless I find a mate to fertilize my eggs...as much as I don't want to." Queen Chrysalis shuddered at the thought. "King Maple Wing is long gone and I cannot breed with my sons. However there are some Changelings that weren't related to me besides you my dear Ali. We must find a male that isn't my kin."

"O-of course my Queen." Ali saluted to her Queen and flew to gather other Changelings to search for a potential mate for their Queen.

Queen Chrysalis knew that this attack would have to be even _more_ devastating than the last one. And the only way she was convinced that could be achieved was _heartbreak, betrayal..._

 ** _And_ _death._**

"Mewni and Equestria will pay for how they've wronged me. And while I have some of my Changelings still with me, I must recruit even _more_ allies." Queen Chrysalis decided.

 _I will bring hell to Mewni and Equestria both!_


	24. The Family of Discord & Star Butterfly

**Two months later**

"Students! Today we will be...Chanel what's that in your mouth?"

"Mmm...nothwinph." Chanel said incoherently with a piece of desk in her mouth. Her, her two sisters, and one brother all sat in the back row of Cheerilee's class.

Discord revealed to Star that most Draconequus young would be born two weeks max after being conceived and actually age quickly. With that learned Star had Marinette, Nightshade, and Discord Jr.

Marinette was a hot pink filly with a dark blue mane and the facial appearance of Discord while having meadow green eyes, short wings, both her front hooves were actually paws.

Nightshade was a light purple filly with Discord's eyes, a darker purple mane, and was the only child of theirs with no wings but instead the sturdy hooves of an Earth pony and had a very flexible yellow dragon tail.

Discord Jr. looked just like his father only his upper fur was cyan like his mother, his body fur was royal blue, and he didn't have a tooth sticking out, also he had magnificent wings like an Alicorn.

The Cutie Mark Crusaders were originally excited for four new students in their class and at first the fact that they were the foals of Discord and Star Butterfly made no difference. But they turned out to be just like their parents: chaotic.

" _Ahh!_ I think Discord Jr. just ripped a piece of my hair!" Silver Spoon screamed.

"I did no such thing Silvie." Discord Jr. smirked before he hacked up a silver hairball.

"Discord Jr. if you eat any other pony's hair I'll-"

 _"You'll what?"_ Discord Jr. asked tauntingly. "My parents can gut every single filly and colt in this classroom if you so much as touch a hair on my beautiful pelt. And that doesn't even cover the magic that _I'm_ capable of."

"Shall we demonstrate our power for the whole class?" Nightshade asked. She stared at Cheerilee intensely and in moments the teacher found that she couldn't breathe at all. She slammed her hooves on the floor as a desperate plee to stop.

"STOP IT!" Diamond Tiara cried fearfully.

" _Nightshade_ stop! _You're_ _killing her!"_ Apple Bloom yelled. Cheerilee was very close to falling over when Nightshade gave her breathing back to her. Cheerilee gave a huge gasp for air before she laid down in exhaustion.

"Class... _dismissed."_ Cheerilee wheezed before laying her head on the ground. Everyone disappeared except for the CMC who rushed to their teacher's side.

"Cheerilee? Do you need anything? Water? Food? The hospital?" Sweetie Belle asked.

"Some water would be nice..." Cheerilee whispered. Apple Bloom was on it and brought her teacher a glass of water and she drank it gratefully.

"Miss Cheerilee, you have to report what happened! You could've been killed!" Apple Bloom exclaimed.

" _No!_ I expect you three not to say a word either. If anything gets out from us it's very likely getting killed will be the least of my worries." Cheerilee explained. "But I would like if you three can escort me home...and maybe watch over me for the night?"

"Of course! We don't want you getting hurt!" Scootaloo reassured her. "Let's get you home and I'll watch you while Apple Bloom and Sweetie Belle let their sisters know."

* * *

"Your flying will get better my sweet, _I promise."_ Discord said to Star. "And with this mansion I created in Ponyville you'll have plenty of space to practice."

After the wedding Discord had sold his house in Chaosville to support the family of six including himself. He left his wife to her flying practice when he heard a knock on the door and let his children in. They seemed very eager and happy as usual except Marinette who seemed to be shaking.

"You four are back from school early." Discord pointed out. "Did you four choose to ditch today?"

"Even better, I got my cutie mark Dad!" Nightshade cheered running in circles before she stopped. "Look! Isn't it amazing?!"

Discord was surprised to see the shadow of a pony with a knife in their throat on his daughter's flank.

"Um dear? What were you doing when you got this cutie mark?" Discord asked.

"She was choking Cheerilee with her magic powers? I wonder if _killing_ is _my_ special talent too!" Discord Jr. exclaimed giddily.

"Nightshade, the one rule I told all of you was not to kill or _try t_ o kill anyone!" Discord hissed. "Listen...no one can know that you have this cutie mark!"

"But this is what I'm meant to do Dad!" Nightshade protested stomping her hoof. "And I'm going to finish the job-"

Discord snapped his fingers and his daughter froze and he had a bucket of light purple paint in his claws and smeared it on her flank so it camouflaged making it appear that she still had no cutie mark. Discord snapped his fingers again and Nightshade gained movement again.

"Now Nightshade..." _What am I supposed to_ _do_ _with a filly_ _that's_ _special talent is murder?_ "Please don't wash off the paint. If anyone finds out what your cutie mark is they're going to take you away."

Nightshade stopped messing around and looked at Discord terrified.

"Take...me away? Why?!" Nightshade whimpered.

"Cause you're murder-crazy!" Chanel laughed till Discord and Nightshade glared at the two. "Where's Mom?"

"She's in the bowling room practicing her flying." Discord responded tired out. "Nightshade, please stay out of trouble."

As he walked away his daughter watched him and she felt heartbroken.

 **Meanwhile with Queen Chrysalis**

"My Queen, we didn't find any suitable males or any more Changeling recruits for that matter." Ali said to Queen Chrysalis. "But some of us managed to put together a list of potential allies for our next attack."

"Why would we need _allies?"_ Queen Chrysalis hissed. "As soon as my mate is found I can breed and train hundreds more Changelings!"

"But we don't even know if there _is_ a male for you my Queen." Ali explained. "Some of the other Changelings have been telling me that some females can breed with you."

 _"That's possible?"_ Queen Chrysalis asked. "Who are you talking about?"

Ali looked down and blushed.

"You're talking about _yourself?"_ Queen Chrysalis gasped.

"Turns out you can breed with any Changeling that isn't related to you...but yes I was thinking about myself." Ali admitted.

Queen Chrysalis looked at her surprised, did she want to mate with her close supervisor? It would mean the creation of hundreds of new Changelings and the thought of rebuilding her new army made her smile evilly.

"Well then what are we waiting for?" Queen Chrysalis smirked licking her lips.


	25. Battle of the Butterflies

**Queen Chrysalis, one month later**

Thorax stood in horror as almost all of his fellow Changelings that opened themselves to love were dead and ripped to pieces by his mother Queen Chrysalis, her new litters of Changelings, and two Manticores that Queen Chrysalis had allied with by offering them the corpses of his fallen comrades.

He was sprawled on the ground with a broken front leg and his other front leg desperately covering a huge gash on his stomach. He flinched when he heard a hoof stomp and looked up weakly to see Queen Chrysalis with a triumphant and venomous smile.

"Thanks to my dear assistant, I have a Changeling army that craves love again!" Queen Chrysalis yowled. Her and Ali's children yowled in excitement as well. "And you can thank our Manticore allies for eating most of _your_ army. So tell me, was it worth it? Was _sharing_ love with others worth it?"

 _"Absolutely."_ Thorax wheezed. Queen Chrysalis scowled.

"Okay you pathetic shriveled _bug._ My army will torture you till your body can no longer stand it." Queen Chrysalis decided. "And to make _sure_ that you don't try to trick my army again...Ali?"

"Yes?" Ali asked, she was now wearing a beautiful shiny pink tiara and royal blue glass slippers indicating her position as the Queen's mate.

"Could you rip out Thorax's tongue for me please?" Queen Chrysalis asked.

"Most certainly my Queen." Ali responded bowing. "Two of you! Lift Thorax up so I can reach his tongue with my horn."

Two Changelings lifted Thorax's body up and he desperately struggled. Ali purposefully stabbed Thorax's left eye and he screamed. She took off her front glass slippers before prying Thorax's mouth open with her hooves and begin cutting at the tongue with her horn similar to how someone would cut a steak with a knife.

 ** _"AAAAARGHH! AAAAUGGH-ERK!"_**

Thorax coughed up blood and his severed tongue onto the ground. Several Changelings lifted him up and flew away to further torture him.

" _VICTORY FOR THE NEW CHANGELING ARMY!"_ Queen Chrysalis yelled to the skies. Her army cheered and the Manticores laid on their backs full and content.

"What shall we start doing now my Queen?" Ali asked as she put her glass slippers back on. Queen Chrysalis walked to her mate and began licking the blood off her horn.

"We should assign various Changelings to kidnap and disguise themselves as ponies around Equestria. _Important ones."_ Queen Chrysalis explained. "Ones close to the Mewni Princess. Than we have the Manticores eat the castle guards to weaken the Canterlot castle."

"Of course my Queen." Ali bowed before they flew off back to their territory where they would continue planning.

 **Discord & Star's Mansion, one month later**

Things weren't easy for Discord as he still was hiding Nightshade's cutie mark from everyone as well as well as Discord Jr.'s since he managed to get a cutie mark in vandalism.

Star acted like nothing was wrong as she was one of the most powerful creatures in Equestria along with her husband and their children. She was rummaging through the fridge when she heard a knock on the door and opened it to see Princess Celestia and Luna.

"Hello you two! Still mad that I'm no longer Twilight's student?" Star threw in a smirk at the two sisters for extra measure.

"Ponies have reported seeing one of your children spraying graffiti on other houses, destroying mailboxes, and shaving ponies's pets." Princess Celestia growled. "It was the Discord lookalike. Where is he?"

"Um...lemme see." Star immediately wielded a powerful ball of magic from her horn and it slammed into Celestia's chest sending her flying. Princess Luna looked satisfied and didn't move.

 _"Twilight!"_ Princess Celestia called out. Star knew she couldn't take on three Alicorns by herself and yelled 'Alicorn Ambush', her family's codeword that they were here and it was time to fight. They couldn't stand a chance against six Draconequuses.

Nightshade immediately sprinted down the stairs and excitedly swung her tail into Princess Luna's face before slamming her across several houses with a powerful kick with both her back hooves.

Princess Twilight was in the sky when she saw Princess Luna's limp body land on somepony's roof. She was distracted when she felt a pony yank her tail and slammed her into the ground. She looked up to see Chanel, Star's first child.

 _"You abomination!"_ Twilight hissed before shooting a ball of magic at Chanel. Princess Celestia got up and was about to charge at Star's children when Princess Luna showed up and kicked Discord Jr. in the eyes causing him to scream before ripping off one of his wings.

"Sister?! We don't want to hurt them!" Princess Celestia tried to reason with her sister but was taken back by the pure hatred in her eyes. This... _this wasn't her sister._

Before 'Princess Luna' could strike at another one of Star's children, Princess Celestia grabbed her fake sister's tail and pulled her back before she felt Star kick her in the ribs from behind.

"I'm trying to stop this creature from hurting your foals!" Princess Celestia protested.

"Yeah right! You're just trying to throw me off!" Star hissed. "Chanel! Nightingale! Grip your teeth on each of Celestia's wings! Discord Jr., gouge out her eyes! Marinette, get the hell over here! Just because your father is taking a nap doesn't mean you can wimp out!"

"I don't want to fight!" Marinette protested with wide eyes. Then her jaw dropped in shock as she looked at the sky before sprinting back into the mansion like her life depended on it.

Star moved away from Princess Celestia as her 'sister' leaped at her and attacked the Princess of the Sun. Star looked up at the sky.

 _Hundreds_ of Changelings swarming the skies. Star and the rest of her foals ran into the mansion as well as slammed the door closed and locked it.

"Woah, woah, woah. My love, what's wrong?" Discord asked his wife as he flew down the stairs. "I heard the door slam."

 _"Changelings...they're here for me!"_


	26. The Finale Part 1

**Fluttershy's Cottage**

Marco laid in Fluttershy's bed waiting for her to come back from getting carrots for Angel. For the past two weeks she had been very affectionate. He thought it was unlike her since when they started dating she said she wanted to take things slow. But it seemed that she had a change of heart.

Making out and lots of cuddling was amazing with the love of his life, and his ears perked when he heard the cottage door open and close. He started walking down the stairs when his eyes widened taking in the black dress Fluttershy was wearing.

 _"Hey baby."_ Fluttershy's voice sent chills through Marco's fur. "I wanted to surprise you. Could you...get back in the bed for me perhaps? It'll be just a minute."

"Fluttershy, I thought you were waiting till you were married." Marco whispered nervously. _What's_ _gotten into her?_

"Well, I had a _change of heart."_ Fluttershy told him with a wink. She's said that many times before recently, something felt _really_ wrong.

"Fluttershy? Did you maybe drink the wrong thing at the grocery store?" Marco chuckled. But on the inside he felt ashamed, he just realized this wasn't the Fluttershy he wanted. But how could it not be her? Magic?

Marco ran down the stairs, past Fluttershy, and pulled a knife out of the kitchen and held it with his teeth.

"Marco what are you doing?!" Fluttershy gasped.

 _"Where is she?!"_ Marco gasped, holding back his tears from spilling like a waterfall. "Is she dead?! Tell me that she's okay!"

Fluttershy rolled her eyes before revealing her true form: a Changeling.

"How _long_ have you been Fluttershy?! _Weeks?! MONTHS?!" When I met her did I even_ _meet_ _the real Fluttershy?_

"Woah, hold your horses drama queen! I've only been here for two weeks!" The Changeling hissed in a girly shrill voice. "Your girl is being held hostage so your town can give over Star! She's a Draconequus now so we need Ponyville to capture her with the right incentive!"

Marco's eyes widened and he ran for the front door when the Changeling blocked his way still wearing the black dress and looking very angry.

"Um, you not even gonna ask my name? We've kissed and cuddled and you're pretending that you felt _nothing!"_ The Changeling stomped her hoof angrily. "It's _Lisa!_ Now listen...I'm sure that you _knew_ that I wasn't your marefriend and that you played along with it you perverted freak so let's get to that bed and pretend everything is the same hmm?"

Lisa transformed her appearance into Fluttershy's again only with a ponytail and red lipstick. Marco's wings sprung to life and he immediately felt embarrassed.

"And look! I even have the same _voice_ as her~" Lisa purred with Fluttershy's voice. She reached her hoof to Marco and Marco gained his senses and ran up the stairs and out the window, doing something he never planned on doing outside of practice.

Flying.

But he didn't even realize it, all that was on his mind was saving Fluttershy. The adorable mare that he unknowingly betrayed until now, the mare that he'd risk his life for, the mare that showed him kindness and love time and time again.

The mare that he wanted to spend the rest of his life with.

He leaped out of the window and skyrocketed into the air with flight skills that rivaled the Wonderbolts. He flew straight into Ponyville into the Changeling army head-on. They would suffer **_hell._**

* * *

Twilight got up after being temporarily knocked out by Chanel's blow and saw Princess Celestia desperately slamming her hoof against a protective magic layer around Discord and Star's Mansion.

"Princess Celestia, what's wrong?" Twilight asked confused. Twilight looked around the Ponyville houses and saw Changelings destroying them and terrorizing the civilians.

 _But_ _I thought all of the Changelings turned over to the_ _power_ _of love?! How could Queen Chrysalis have made another army?! I_ _need_ _to find Starlight Glimmer! She'll know_ _what_ _to do!_

"I'm going to get Starlight!" Twilight shouted to Princess Celestia over the chaos. Princess Celestia gave a quick nod before resuming slamming her hooves against the magic layer.

Twilight flew over the battling, watching the Changelings leap viciously and tear at the throats of innocent ponies. She realized that this new army was much different than the ones that Queen Chrysalis had before they reformed. They didn't stop at subduing their enemies, they killed them and took their forms like true manipulators.

Her castle came into view and her eyes widened when she saw the Changelings pile themselves against the door, climbing onto each other's shoulders to try and reach the windows. Who was in the castle? Spike and Starlight Glimmer should still be in there. Twilight flapped her wings and skyrocketed into the top window leading into her room and felt the glass rip at her pelt and sting her hooves when she rolled into her room that was fortunately untouched by Changelings. But now she had shattered glass and blood on her room floor.

 _I'll have to clean that up later! Right now I have Equestria to save!_

Twilight flinched when she heard a chaotic roar from outside her castle and gasped when she saw a Manticore dive from the skies and crash into a Ponyville home. Then what shocked her even more was seeing Marco fly toward the monster with determination in his eyes. The Manticore crawled out of the house's wreckage only to be kicked in the eye by Marco's back hooves.

 _Star has caused nothing but trouble in Equestria, but her best friend is unlike most I've met. But where is Fluttershy? She could easily calm these beasts._

Twilight ran out of her room and to the library where Starlight, Zecora, and Spike were looking over a map. Once the three noticed the Princess of Friendship, Spike closed the map and held it in his claws.

"Princess Twilight! Thank Celestia you are here!" Zecora gasped. "These Changelings are dangerous and have kept us here in your castle...what's with that look?"

 _Zecora didn't rhyme once!_

 _"Changeling!"_ Twilight cried in horror. Zecora revealed her true form and Starlight and Spike revealed themselves to be Changelings too. One of them leaped at Twilight and Twilight saw hundreds of Changelings descend from the ceiling in a mutual attack. They planned for her to arrive here.

Twilight immediately created a magic bubble around herself and looked at the hundreds of Changelings as they slammed their hooves against the magic bubble. She looked in every direction and realized she was trapped and that she couldn't hold the bubble forever. But she knew the moment she'd let go of it, the hoard of Changelings would tear her apart while she was weak of her magic.

* * *

Marco ran out of the way of the injured Manticore as it charged at him. He had snapped many Changeling necks with his sturdy hooves, and he was starting to lose touch of his common sense. The only thing he could think of was finding Fluttershy.

 _She's_ _being held hostage... so_ _where_ _is she?!_

"Attention all of Ponyville!" Queen Chrysalis shouted, sitting comfortably on a cloud with a circle of Changelings protecting her. "I have Fluttershy, Starlight Glimmer, Zecora, and Spike in a cage in the Everfree heavily guarded by Changelings. I also have Princess Twilight Sparkle held hostage in her own castle where she will die along with the caged ponies. _However,_ I will let them all go if you do _one_ thing."

The surviving Ponyville citizens looked at the Changeling queen waiting for her answer. Marco was ready to do it. He'll be a Changeling's slave, he'll get whatever treasure Chrysalis wanted, he'll let himself be killed.

 _Whatever it takes to get Fluttershy back!_

" _BRING ME STAR BUTTERFLY AND HER FAMILY!"_ Queen Chrysalis roared.

* * *

"So you're telling me that from the planet you're from, Changelings used to be royal pets till they killed a past Mewni Queen's husband and Mewni manage to kill all but two Changelings? And they were Queen Chrysalis and her mate and they followed someone that used the Dimensional Scissors to Equestria and that's why they want you?" Discord explained with disbelief to Star. "Because you're a Mewni Princess?"

"Yes...I thought I could avoid my problems forever but we can't stay here forever." Star sighed. "I was never supposed to come here. All I wanted was to escape from my enemies back on Earth and instead I've made even more enemies and got in this terrible mess."

"How could you say that?" Discord whispered, running his lion paw through his wife's hair. "You met _me_ and we had four beautiful foals. I never thought I'd have a family but _you_ gave me that, and I've never been more happy."

"All of our foals are destructive except for Marinette." Star pointed out. Her ears flattened and she frowned, hating the words that she couldn't hold back anymore. "Discord, coming here was a mistake...I didn't come here to have this family. I came here to run away from my problems and mess around with ponies...and there was no plan after that. I've known this for some time and now that my time is running out before Queen Chrysalis captures me...I have to tell you."

"Discord, I don't love you."


	27. The Finale Part 2

"W-What?" Discord stammered, his eyes wide and his ears flattened. "But Star? You seem to be so happy with me..."

"I was but for the wrong reasons." Star explained. "I loved being the wife of the Element of Chaos and the power that came with it was unlike anything I experienced. It felt even better than being Mewni's Princess! But I didn't love _you."_

 _"I thought I did..."_ Star's voice broke and tears fell down her face. "Tell our kids to let down the magic layer and take Marinette and take her to your dimension. The Changelings won't think to look there."

"And what about the rest of our children?" Discord asked.

"They were never supposed to be born." Star told him. "They will be getting the fate they deserve."

"I can't believe you'd say that." Discord whispered. " _Children!_ Let down the magic layer!"

They did so with concern in their eyes. It turned into shock when Discord grabbed Marinette and snapped his fingers, the two disappeared in an instant.

"Where's Dad going?" Discord Jr. asked nervously.

"Why did he take Marinette? What's going to happen to us?" Chanel panicked.

Star ran out of the Mansion and stood before hundreds of Changelings and several beaten and terrified ponies. Queen Chrysalis's eyes gleamed with satisfaction once she saw Star.

"Bring your children here!" Queen Chrysalis snarled. "My Changeling spies said there's four of them and I expect all of them here!"

"I told my husband that I didn't love him and he took one child and disappeared from Equestria." Star explained. "I never loved that one. She was so soft and gentle."

Princess Celestia ran into the Mansion and came back out with Star's three children frozen still with a magic spell. The Princess flew onto Queen Chrysalis's cloud with Star's children still frozen in a bubble.

"Someone bring Star here too." Queen Chrysalis ordered as she put black collars on each of her children. "These collars enfused with Changeling magic should keep these monsters from using their Draconequus powers."

 _"No!"_ Nightingale cried in despair. Two pegasi carried Star onto the cloud and two Changelings hooked the collar onto her as well.

"We should _definitely_ kill the loud one first." Queen Chrysalis spat, pointing one hoof at Nightingale. "Changelings! Make sure Star doesn't close her eyes! She needs to see her disgusting hybrid children get killed one by one!"

Star saw the Changelings staring at her intently to make sure her eyes were only looking at Queen Chrysalis standing over the terrified purple pony hybrid before she slammed her hooves into Nightingale's skull.

* * *

Marco winced as he heard Star's daughter cry out and blood spattered from every side of the cloud above Ponyville. He didn't want this to happen! Queen Chrysalis would still bring destruction in her wake even after three of Star's children were killed.

 _Wait! Fluttershy's in a cage in the Everfree Forest! I can find her instead of watching this horrible act._

Fortunately most of the Changelings were on the cloud with their Queen so Marco could sneak out of Ponyville, and he was right at the forest's entrance when he nearly screamed when he felt a hoof on his shoulder till the hoof covered his mouth.

"Relax! It's only the great and powerful Trixie!" Trixie whispered. "I have to go to y'know, my marefriend is stuck in that cage!"

Marco had no idea which one was her marefriend but didn't debate on it when he knew they were both determined to save their marefriends from the evil Changelings.

"So did you do things with the Starlight changeling till you found out who they really were...?" Marco asked as the two ventured deep into the forest.

"Yeah, we kissed and made..." Trixie cringed and a tear fell down her face. "Turned out that Changeling was a male one too! He was trying to get me to turn straight...I immediately broke his neck with my magic and sobbed into my pillows. Why?"

"We hadn't really told too many ponies but I'm dating Fluttershy and for the past two weeks it was this Changeling named Lisa." Marco sighed. "I wanted to know that I wasn't the only one fooled. Also I'm really worried Fluttershy is going to be upset, I wouldn't blame her if she broke up with me."

"Fluttershy is one of the most forgiving ponies in Equestria!" Trixie reassured Marco. "It's Starlight that might get furious, she doesn't hide her feelings so she's definitely going to be upset."

"Let's both hope they forgive us." Marco said with Trixie nodding in agreement. They went silent as they started hearing the Changelings hissing and laughing, which made Marco immediately burn with anger. Were they taunting their prisoners? Hurting them?

"Marco stop!" Trixie gasped as Marco ran towards the noise and stopped behind several trees to see a Changeling with Marco's form in front of the cage taunting Fluttershy.

"I love Star, why would I ever love you? You're just a pathetic, ugly, _push-over!"_ The fake-Marco laughed. Fluttershy was on the cage floor sobbing.

 _"Stop it!_ Marco would never say that!" Fluttershy cried. There was also a fake-Trixie taunting Starlight and a fake-Twilight taunting Starlight and Spike. Zecora was sitting in the corner of the cage by her lonesome looking very stressed.

"There's a bajillion Changelings around the cage Marco!" Trixie whispered terrified. "How are we going to set them free?"

"They're extremely easy to kill..but then how do we break the cage?" Marco kept thinking while trying to keep his anger at bay. Then the fake-Marco yanked Fluttershy's hair with his teeth and ripped off some of it.

That was it.

 _"GET AWAY FROM HER!"_ Marco yelled, he ran to the fake-Marco and immediately broke his neck. Dozens of Changelings sprung into action and leaped at him, but not before Trixie joined his side and froze them all with a magic spell.

"Starry taught me that one." Trixie said proudly before looking at her marefriend. "Starry! How do we get you out of that cage?"

"It breaks easily on the outside!" Starlight answered.

"Marco! Hurry and kick the cage!" Trixie exclaimed. "I can only hold this spell for so long!"

Marco ran to the cage and sent a powerful kick with his back hooves into the cage bars, sending them flying into the wind. Before he could turn around he was knocked over by Fluttershy, who was on top of him nuzzling his face.

"Oh Marco! Being in there was horrible!" Fluttershy whimpered. "Are you OK?"

"There's something I have to tell you...I was kissing a Changeling that I thought was you." Marco braced himself for her tears to resume but only felt her nuzzling continue.

"Well what else would explain what took you so long? Marco, things like that happen with the Changelings around." Fluttershy explained before holding his face with her hooves. Marco saw Starlight and Trixie kiss from the corner of his eye and realized that there was nothing to be sorry about in the first place.

"There is something all of you must hear if you will, the only way to stop this generation of Changelings is to kill." Zecora explained.

"They'll never conform to love like the Changelings we knew...Trixie you have to let go of the freezing spell before you pass out. We can fight them." Starlight promised her marefriend.

Trixie let go and shot magic beams at the Changelings that tried to go for Starlight. Marco jumped in front of Fluttershy and slammed his hooves into their bodies.

"I'll get the others!" Spike announced before he ran for his life. Fluttershy followed him knowing she couldn't fight even if she wanted to. Marco and the three mares would have to fight the growing swarm of Changelings themselves.

* * *

"Dad?" Marinette whispered in fear, looking at the black sky and floating buildings over Discord's shoulder. "Where are we? Why didn't you take my sisters or my brother?"

"We are in Chaosville my dear." Discord sighed, he carried her to a empty floating cabin and the two entered it. "Your siblings are going to die."

"What?" Marinette's eyes widened. "They may be mean and nasty but I thought you could change them!"

"They're beyond anypony's hope, and Queen Chrysalis has probably killed them by now. If I hadn't saved you we would've been dead too." Discord explained. "D-don't cry Mari...we're safe here."

"But what's going to happen to my Mom? My friends? Will I go home?" Marinette asked between sobs. "Dad, I want Mom back!"

"Me too Marinette...me too." Discord sighed as he held his daughter. The two of both both felt hopelessness and despair as they sat in the cabin floating in an empty dimension.

* * *

"Well, that's the last one!"

Queen Chrysalis tossed Chanel's wing into Star's face and Star immediately shook it off of her. She walked towards Star with vengeful eyes when she heard ponies hooting and cheering with victory.

"We killed all the Changelings! Yeah!"

 ** _What?!_**

Queen Chrysalis realized that Ali was the only Changeling still with her on the cloud holding Star down and looked to see Princess Celestia holding an exhausted Twilight while Applejack had multiple Changeling corpses under her hoof with Rarity leaning against her.

 _No! How could I have not noticed?!_

What was even worse was that she could see the prisoners out and the Manticore was nowhere in sight. Ali looked at shocked as her and Star shoved her away.

"We can still breed and create more Changelings!" Queen Chrysalis protested.

 _"Double Rope Tie Spell!"_

Queen Chrysalis saw a magical beam shaped like a rope tie her and Ali up and saw Princess Candace holding Star's wand proudly.

"My wand!" Star whispered. "How did you learn to use it?"

"Trial and error mostly." Princess Candace shrugged. "Pinkie! Get the Dimensional Scissors!"

Pinkie got a pair from her house and tossed it to Tom who flew to the cloud Queen Chrysalis and Ali were on and opened a portal with said scissors. Princess Candace put a infertility spell on the two Changelings and a spell that would forbid them from coming to Equestria or Mewni for a thousand years.

"Maybe _then_ you'll learn your lesson." Princess Candace told them before tossing the two into the portal. "Tom? Where did that portal take them to?"

"The Underworld Zoo." Tom smirked. "Don't worry, they'll definitely appreciate it there. I attached a note telling them it was a gift from me. They probably miss me there after all."

"Sure they do." Applejack laughed.

Star saw Tom holding the Scissors and looked to her children's remains that were still on the cloud. She looked over the cloud and saw Fluttershy leaning against Marco lovingly. She knew she didn't belong in Equestria _or_ Earth. She should be back at her home in Mewni...she still had a lot to learn.

"Tom, cut a hole to Mewni for me. I can't stay here any longer." Star told him. Tom did so and many ponies ran towards the cloud.

"Star! Wait!" Marco flew to the cloud and hugged her. "I know you're a Princess and that your parents would've found you eventually. So...goodbye Star. You'll always be my best friend."

"Bye Marco." Star whispered. Princess Candace gave Star her wand back and Princess Celestia and Twilight watched as Star leaped into the portal.

"Do you think she's learned her lesson?" Twilight asked her fellow Princess.

"I should hope so considering that the Queen killed her children." Princess Celestia replied. "Time will tell."


	28. Star Butterfly's Epilogue

**One year later**

"Star! I want just one more piggyback ride!"

"C'mon Angelo, being a Princess is hard work!" Star said to Marco and Fluttershy's son, a white colt with a brown mane and tail with pink swirls and brown eyes. When she returned to Mewni she used a spell to get rid of the Draconequus blood that distorted her appearance and separated her marriage with the being of Chaos at the same time.

The Mansion was still there against all odds and she walked past Angelo to knock on the Mansion door. Marinette opened the door right away and embraced her mother with Discord glancing at his ex-wife in the kitchen.

"Mom! It's been two months since you last visited! I miss you." Star hugged her daughter back and felt nervous when Discord flew to her.

"Hey Star...so I heard your mother died." Discord mentioned. "My condolences. Who's going to be your...?"

"A marriage to a handsome prince in our neighbor planet is happening in a few months." Star smiled. "He may not be the one but Mewni comes first!"

"You've really matured since you left Star."

Star turned around and saw Marco and Fluttershy and ran to hug them both. Angelo ran in circles eagerly and Star felt warmness in her heart knowing Marco was truly happy living here married to the Element of Kindness and with their son. Fluttershy appeared to be pregnant with another foal as well.

The Mane 6 plus Starlight and Trixie arrived and all greeted Star happily. Princess Celestia even looked on proudly with her sister next to her safe and sound. Tom was at his fiancé Pinkie's side and knew Star had arrived for the wedding.

"How long are you staying Aunt Star?" Angelo asked excitedly.

"At least a week." Star told him. Discord smiled and Star knew he still loved her, but their relationship was poison. From now on she would put others _first._

 **One thousand years later**

Chrysalis was no longer queen, but she and Ali had escaped the zoo after half a year and she used her magic to make Ali the same size and appearance as her, only Ali had red-orange eyes and wore her red shirt. The two were still mates and were happily living in the jungle on a new planet: Earth.

Of course they would never be found out because they still had their shapeshifting powers. Chrysalis was devastated for the first twenty years, but Ali remained strong.

Today, Ali nuzzled her face against Chrysalis's as the former Queen woke up.

"Chrysalis...it's been a thousand years. We can go back to Equestria!" Ali purred. "What are we going to do?"

"I can't spend a thousand years here again. We're done being villains." Queen Chrysalis decided. "We won't open ourselves to love besides to each other because I don't want to look like Thorax and his followers before we killed them. But we will come as reformed creatures."

* * *

After a year of searching, the two finally made it to Equestria, which looked more advanced then ever. They made it to Canterlot where ponies were driving cars and using phones. A pony passed by them talking with a weird piece on their ear. There were _billboards_ and _towers!_

"Hello Chrysalis. Did you come here to make amends?"

Chrysalis and Ali saw Princess Celestia and Princess Luna fly to them with smiles of hope on their faces. Chrysalis nodded.

"Wonderful, Princess Luna will give you two a tour of the Harmony Museum to fill you in on what's happened in the last one thousand years while I find a suitable home for you two."

Chrysalis and Ali flew to a humongous Museum with Princess Luna, and for the first time in Chrysalis's long life she felt a certain feeling.

Hope.


End file.
